Virgin Media 2006 Annual Report Download - page 252

Indemnitee’s Claim for indemnification or create a presumption that Indemnitee has not met any particular standard of conduct or did
not have any particular belief.
9. NON−EXCLUSIVITY.
The rights of the Indemnitee hereunder shall not be deemed exclusive and shall be in addition to any other rights Indemnitee
may have under the DGCL, the Certificate of Incorporation, the By−laws or otherwise, and to the extent that during the
Indemnification Period the rights of the then existing directors and officers of the Company are more favorable to such directors or
officers than the rights currently provided thereunder or under this Agreement to Indemnitee, Indemnitee shall be entitled to the full
benefits of such more favorable rights to the extent permitted by applicable law. To the extent that a change in the DGCL (whether by
statute or judicial decision) permits broader indemnification by agreement than would be afforded under this Agreement, any other
agreement, the Certificate of Incorporation or the By−laws, it is the intent of the parties hereto that Indemnitee shall enjoy by this
Agreement the greater benefits so afforded by such change. Other than as set forth in this section 9, in the case of any inconsistency
between the indemnification provisions of this Agreement and any other agreement relating to the indemnification of an Indemnitee
by the Company or any of its subsidiaries, the indemnification provisions of this Agreement shall control. Notwithstanding the
foregoing, any agreement or indemnification provision with the Company or any of its subsidiaries specified on Schedule 1 to this
Agreement is hereby terminated upon effectiveness of this Agreement.
10. LIABILITY INSURANCE
The Company shall maintain an insurance policy or policies providing directors’ and officers’ liability insurance that
provides that Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of
the coverage available for any Company director or officer and in amounts and for coverage reasonably acceptable to Indemnitee.
Notice of any termination or failure to renew such policy or policies shall be provided to Indemnitee promptly upon the Company’s
becoming aware of such termination or failure to renew. The Company shall provide copies of all such insurance policies and any
endorsements thereto whenever such documents have been provided to the Company.
11. PAYMENT FOR EXPENSES AS WITNESS.
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of the fact that Indemnitee is
or was a director, officer, employee, agent, trustee 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, trustee or other entity, is a
witness in 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, the Company agrees to pay to Indemnitee all Expenses actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf (or reasonably expected to be incurred by Indemnitee or on Indemnitee’s behalf within three
months) in connection therewith.
12. BINDING EFFECT.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective
successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all
of the business and/or assets of the Company, spouses, heirs and personal and legal representatives. This Agreement shall continue in
effect during the Indemnification Period, regardless of whether
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007