Virgin Media 2006 Annual Report Download - page 247

under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in
Rule 13d−3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power
represented by the Company’s then outstanding voting securities, or (ii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two−thirds (2/3) of the
directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof, or (iii) the Company merges or consolidates with any
other corporation or entity, other than a merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 80% of the total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition by the Company, in one transaction or a series of
transactions, of all or substantially all the Company’s assets.
(b) Claim: is any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether
conducted by or on behalf of the Company or any other party, that Indemnitee in good faith believes might lead to the institution of
any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.
(c) Expenses: include attorneys’ and other professional fees and all other costs, expenses and obligations paid or incurred in
connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a
witness in or participate in, any Claim relating to any Indemnifiable Event.
(d) Indemnifiable Event: is any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent
or fiduciary of another corporation, partnership, joint venture, trust or other entity, or by reason of anything done or not done by
Indemnitee in any such capacity.
(e) Indemnification Period: shall be such period as the Indemnitee shall continue to serve as a director, officer, employee,
agent or fiduciary of the Company, or shall continue at the request of the Company to serve as a director, officer, employee, trustee,
agent or fiduciary of another corporation, partnership, joint venture, trust or other entity, and thereafter so long as the Indemnitee shall
be subject to any possible Claim arising out of the Indemnitee’s tenure in the foregoing positions.
(f) Losses: are any judgments, fines, penalties and amounts paid in settlement (including all interest assessments and other
charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of any
Claim.
(g) Reviewing Party: shall mean the persons identified in Article VII, Section 3 of the By−Laws with respect to the
determination of a claimants’ entitlement to indemnification or, if there has been a Change in Control, the special independent counsel
referred to in subsection 3(c) hereof.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007