Virgin Media 2006 Annual Report Download - page 225

Corporation shall indemnify and hold harmless to the fullest extent authorized by the DGCL as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader
indemnification rights than DGCL permitted the Corporation to provide immediately prior to such amendment) any person who was
or is a party or is threatened to be made a party or is involved in any threatened, pending or completed proceeding by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that such person or a person of whom such person is the legal
representative is or was a director or officer of the Corporation or is or was serving at request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a direct officer,
employee or agent, against all expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection
therewith if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation and except t no indemnification shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of
Delaware shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for expenses which the Court of Chancery of the State of Delaware shall
deem proper.
SECTION 3. PROCEDURE. To obtain indemnification under this Article VII (unless ordered by a court), a claimant shall submit to
the Corporation a written request (hereinafter a “demand”), including therein or therewith such documentation and information as is
reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to
indemnification. Upon written demand by a claimant for indemnification pursuant to the first sentence of this Section 3, a
determination shall be made as to whether indemnification of the claimant is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VII, as the case may be. With respect to a person
who is a director or officer at the time of determination, the determination of the claimant’s entitlement to indemnification shall be
made as follows by a majority vote of the Disinterested Directors (as defined in Section 11 of this Article VII) who are not parties to
such proceeding, even though less than a quorum, or
(i) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a
quorum, or
(ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (as defined in
Section 11 of this Article VII) in a written opinion (a copy of which will be delivered to the claimant), or
(iii) by the stockholders.
With respect to former directors and officers and any other persons entitled to indemnification pursuant to this Article VII, the
determination shall be made by any person or persons having the authority to act on the matter on behalf of the Corporation. To the
extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in
defense of any proceeding described above or in defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the
necessity of authorization in the specific case. If it is so determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within twenty (20) days after such determination. The right to indemnification conferred in this Article VII
shall be a contract right and shall, subject to applicable law, include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20)
days after the receipt by the Corporation of a statement or statements (setting forth in reasonable detail an itemized
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007