Exhibit
10.4


 


Description
of the


Virgin
Media Inc. 2009 Bonus Scheme


 


As announced in the Company’s current report on
Form 8-K filed with the Securities and Exchange Commission on April 10,
2009, the compensation committee of Virgin Media Inc.’s board of directors (the
“Compensation Committee”) approved the Company’s broad-based 2009 bonus scheme
(the “2009 Bonus Scheme”) on April 6, 2009.  The 2009 Bonus Scheme covers approximately
half of the Company’s employees, including the Company’s named executive officers.  Most of the Company’s other employees are
covered by other incentive arrangements. 
The Company has historically implemented an annual incentive bonus
program intended to reward employees only if they achieve specific quantitative
and qualitative goals.  The 2009 Bonus
Scheme is aligned with the Company’s emphasis on building a more
customer-focused organization and driving significant operational performance,
and therefore increasing stockholder value.


 


The principal terms of the 2009 Bonus Scheme
are set forth below:


 


Bonus Percentage and Scheme
Levels


 


The 2009 Bonus Scheme offers employees an
opportunity to receive a bonus equal to a percentage of their base salary. The
percentages range from 5 - 100% of base salary (depending on employee level)
for on-target performance of a number of performance targets, with a potential
maximum payment of double the on-target percentage. These percentages are
subject to a further multiplier of up to 1.35 times depending on the employee’s
individual personal performance during the year.


 


Qualifying Gate Target


 


In order for any bonuses to be payable, the
Company must achieve a qualifying performance target (the “2009 Bonus
Qualifying Gate”), which is based on the Company’s 2009 budgeted full year OCF
(which is defined as operating income before depreciation, amortization,
goodwill and intangible asset impairments and restructuring and other charges).
If the 2009 Bonus Qualifying Gate is not achieved, no bonus payments will be
made under the 2009 Bonus Scheme.


 


Divisional and Individual
Performance Targets


 


If the Qualifying Gate is achieved, bonuses
will be payable according to achievement against various performance targets
specific to each of the Company’s key operating divisions, as well as
individually upon the achievement of personal objectives.


 


The operating division performance targets
include an appropriately weighted mix of financial and operating metrics for
the group and the specific division, including a combination of (among others):
OCF (as defined above), customer service measures (including fault rates and
net promoter scores), employee engagement measures, risk-related measures, the
delivery of special projects and divisional financial and operating measures
(such as opex, net additions to revenue generating units, average contribution
per user, and the present value of our residential customer base).


 


For each measure, the amount to be achieved for
on-target performance (i.e. at 100% of on-target bonus percentage) is equal to
the 2009 budget for that measure. A maximum target (the “200% Maximum”) is also
set for each measure at which the bonus percentage payable is twice the
on-target percentage payable. A minimum target (the “50% Minimum”) is also set
at which the bonus payable is one-half of the on-target percentage payable. If
the 50% Minimum is not achieved for a particular measure, no bonus percentage
is earned in respect of that measure. Percentage payments are structured to
rise on a linear basis between the 50% Minimum and the 100% target and between
the100% target and the 200% Maximum.


 


Performance Multiplier


 


Individual achievement against a personal
objectives scorecard will determine a personal multiplier against that
individual’s divisional performance. The award amount will depend on an individual’s
final performance rating which is based on achievement of personal objectives
and the way in which 


 

















 


they are achieved.  An individual could earn up to 135% of the
divisional bonus if his or her performance was considered exceptional during
the year.


 


Approval and Timing


 


Payments made under the 2009 Bonus Scheme will
be approved by the compensation committee. Bonus payments will be measured on
full year performance and if performance is achieved they will be paid in one
installment on or around March 31, 2010.


 


Changes to Targets and Scheme
Rules


 


The performance targets and rules to the
2009 Bonus Scheme may be varied at any time by agreement of the compensation
committee.