Virgin Media 2006 Annual Report Download - page 246

Exhibit 10.40
INDEMNITY AGREEMENT
AGREEMENT, dated as of •, 2006, between NTL Incorporated, a Delaware corporation and its affiliated entities (the
“Company”), and • (the “Indemnitee”).
WHEREAS, Indemnitee has agreed to serve, and is serving, as a director of the Company, at the request of the Board of
Directors of the Company (the “Board of Directors”);
WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted
against directors and senior management of public companies and their subsidiaries in the current environment;
WHEREAS, the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and
the Amended and Restated By−laws of the Company (the “By−laws”) require the Company to indemnify and advance expenses to any
person who is or was serving or who had agreed to serve at the request of the Board of Directors as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise to the fullest extent permitted by the Delaware
General Corporation Law (“DGCL”), as the same exists or is hereafter amended, and the Indemnitee has been serving, and continues
to serve, as a director of the Company in reliance on such provisions;
WHEREAS, Section 145(f) of the DGCL expressly recognizes that the provisions for the indemnification and advancement
of expenses granted by the DGCL are not exclusive of any other rights to which a person seeking indemnification or advancement
may be entitled under any by−law, agreement, vote of stockholders or disinterested directors or otherwise, and this Agreement is being
entered into pursuant to such provision;
WHEREAS, in recognition of Indemnitee’s need for substantial protection against any potential personal liability in order to
assure Indemnitee’s continued service to the Company as a director in an effective manner and Indemnitee’s reliance on the aforesaid
provisions of the Certificate of Incorporation and By−laws, and in part to provide Indemnitee with specific contractual assurance that
the protection promised by the Certificate of Incorporation and By−laws will be available to Indemnitee (regardless of, among other
things, any amendment to or revocation or any change in the composition of the Company’s Board of Directors or acquisition of the
Company), the Company wishes to provide in this Agreement for the Indemnification of, and the advancing of expenses to,
Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent
insurance is maintained, for the continued coverage of the Indemnitee under any applicable directors’ and officers’ liability insurance
policies;
NOW, THEREFORE, in consideration of the foregoing premises and of Indemnitee continuing to serve the Company
directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS.
(a) Change in Control of the Company: shall be deemed to have occurred if (i) any “person” or “group” (as such terms are
used in Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary
holding securities
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007