Exhibit 10.5


 


RULES OF THE VIRGIN MEDIA SHARESAVE
PLAN


 


(Approved by the HM Revenue &
Customs under Schedule 3, Income Tax (Earnings and Pensions) Act 2003 on 28 March 2008
under HM Revenue & Customs reference: SRS 102712)


 


1. 
DEFINITIONS AND INTERPRETATION


 


1.1  The words
and expressions set out below shall have the meanings specified against them:-


 


	
  “Associated Company”

  	
   

  	
  shall mean an associated company as defined in
  Section 416(1) of the Taxes Act with the omission of the words “or
  at any time within one year previously”;

  
	
   

  	
   

  	
   

  
	
  “the Auditors”

  	
   

  	
  the auditors for the time being of the Company or if there are joint
  auditors such one as the Board shall select acting as experts and not as
  arbitrators;

  
	
   

  	
   

  	
   

  
	
  “the Board”

  	
   

  	
  the board of directors of the Company for the time being or a duly
  authorised committee thereof;

  
	
   

  	
   

  	
   

  
	
  “the Bonus Date”

  	
   

  	
  (i) the earliest date on which the maximum bonus is payable
  (where pursuant to Rules 2 and 3 the repayment under the Relevant
  Savings Contract is taken as including the maximum bonus) or (ii) in any
  other case the earliest date on which a bonus (“the Standard Bonus”) is
  payable under the Relevant Savings Contract;

  
	
   

  	
   

  	
   

  
	
  “the Company”

  	
   

  	
  Virgin Media Incorporated;

  
	
   

  	
   

  	
   

  
	
  “control”

  	
   

  	
  control as defined in Section 840 of the Taxes Act;

  
	
   

  	
   

  	
   

  
	
  “Date of Adoption”

  	
   

  	
  21 February 2008;

  



 

















 


	
  “Date of Grant”

  	
   

  	
  in relation to an Option means the date on which the Option is
  granted;

  
	
   

  	
   

  	
   

  
	
  “the due date”

  	
   

  	
  the due date referred to in Rule 5.1 for repayment to be made
  under a Relevant Savings Contract;

  
	
   

  	
   

  	
   

  
	
  “Employee”

  	
   

  	
  an individual who is a full-time director or an employee of any
  company within the Group;

  
	
   

  	
   

  	
   

  
	
  “Eligible Employee”

  	
   

  	
  (a)  an Employee:-

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)  who has been in the continuous service of a company
  (currently within the Group) for not less than such period of time (not
  exceeding five years) as may be determined by the Board prior to the relevant
  date of grant in accordance with Rule 2); and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)  whose remuneration is subject to United Kingdom income tax
  under Section 15 of ITEPA; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii) who is ordinarily resident;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)  any other Employee whom the Board shall have determined
  shall be eligible to participate in the Plan;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Provided that no person shall be an Eligible Employee in any year of
  assessment if he is ineligible to participate in the Plan by virtue of
  paragraph 11 of Schedule 3 to ITEPA;

  
	
   

  	
   

  	
   

  
	
  “Exercise Price”

  	
   

  	
  the amount payable per Share on the exercise of an Option which
  amount shall be determined by the Board but shall not be less than the
  greater of:-

  



 


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  (a)  80% of the Market Price on the day on which the Board makes
  the relevant invitation under Rule 2.1; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b) (in the case of an Option to Subscribe) the nominal value of
  a Share;

  
	
   

  	
   

  	
   

  
	
  “Financial Services Authority”

  	
   

  	
  the Financial Services Authority or any body with responsibility
  under legislation replacing the Financial Services and Markets Act 2000 for
  carrying out regulatory action;

  
	
   

  	
   

  	
   

  
	
  “Form of Application”

  	
   

  	
  a form of application for the grant of an Option in such form as the
  Company may from time to time require;

  
	
   

  	
   

  	
   

  
	
  “the Group”

  	
   

  	
  the Company and any Subsidiary which the Board determines from time
  to time shall participate in the Plan and the term “Group Company” shall be
  construed accordingly;

  
	
   

  	
   

  	
   

  
	
  “ITEPA”

  	
   

  	
  Income Tax (Earnings and Pensions) Act 2003;

  
	
   

  	
   

  	
   

  
	
  “London Stock Exchange”

  	
   

  	
  the London Stock Exchange plc;

  
	
   

  	
   

  	
   

  
	
  “Market Price”

  	
   

  	
  on any day where the Shares are not listed on the London Stock
  Exchange or dealings in the Shares have been suspended for any reason the
  market value of a Share determined in accordance with Part VIII of the
  Taxation of Chargeable Gains Act 1992 and agreed in advance for the purposes
  of the Plan HM Revenue & Customs Shares and Assets Valuation; and on
  any day when the Shares are listed on the London Stock Exchange and dealings
  in the Shares are not suspended the middle market quotation of a Share
  derived from the London Stock Exchange Daily Official List;

  
	
   

  	
   

  	
   

  
	
  “Official List”

  	
   

  	
  the list maintained by the UK Listing Authority in accordance with
  section 74(5) of the Financial

  



 


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  Services and Markets Act 2000 (The Official List) for the purposes of
  Part VI of the Financial Services and Markets Act 2000 (Official Listing);

  
	
   

  	
   

  	
   

  
	
  “Option”

  	
   

  	
  an option to acquire Shares granted pursuant to the Plan;

  
	
   

  	
   

  	
   

  
	
  “Option Certificate”

  	
   

  	
  the certificate issued pursuant to Rule 2.5;

  
	
   

  	
   

  	
   

  
	
  “Option Holder”

  	
   

  	
  a person to whom an Option has been granted under the Plan or, where
  appropriate, the personal representatives of such a person;

  
	
   

  	
   

  	
   

  
	
  “Option to Subscribe”

  	
   

  	
  means an Option that confers a right to subscribe for new Shares
  pursuant to the Plan;

  
	
   

  	
   

  	
   

  
	
  “the Plan”

  	
   

  	
  the Virgin Media Sharesave Plan;

  
	
   

  	
   

  	
   

  
	
  “Relevant Savings Contract”

  	
   

  	
  a certified contractual savings scheme within the meaning of
  Section 326 of the Taxes Act and approved by the Board of HM
  Revenue & Customs for the purposes of Schedule 3 to ITEPA which has
  been entered into in connection with the granting of options to acquire shares
  under any share option scheme approved under Schedule 3 to ITEPA (including
  the Plan);

  
	
   

  	
   

  	
   

  
	
  “Shares”

  	
   

  	
  means fully paid ordinary non-redeemable shares of common stock in
  the capital of the Company which satisfy the conditions specified in
  paragraphs 18-22 (inclusive) of Schedule 3 to ITEPA;

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  a company wheresoever incorporated which is for the time being under
  the control of the Company provided always that such company would fall
  within the definition of a subsidiary under section 736 of the Companies Act
  1985 (or, with effect from 1 October 2009, section 1159 of the Companies
  Act 2006); and

  



 


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  “Taxes Act”

  	
   

  	
  Income and Corporation Taxes Act 1988.

  



 


1.2 
References in the Plan to a statute or a statutory provision shall
include any modification re-enactment or extension thereof.


 


1.3 
References to the masculine will include the feminine (and vice versa)
and words denoting the singular shall include the plural (and vice versa).


 


2. 
GRANT OF OPTIONS


 


2.1  The Board
having determined the number of Shares (if any) over which it is prepared to
grant Options may invite each and every Eligible Employee to apply for an
Option to acquire at the Exercise Price up to such number of Shares as the
Board may specify in the invitation and as may be permitted in accordance with Rules 3
and 4.  Invitations may be issued at any
time provided that invitations may only be issued on or after the date on which
the Plan is first approved by the HM Revenue & Customs.


 


2.2  An
invitation shall lapse unless within such period as the Board may specify in
the invitation (such period being not less than 14 days after the date on which
the invitation is made):-


 


2.2.1  the
Company shall have received a duly completed Form of Application from the
Employee which shall (subject to Rule 3.1) state, inter alia, whether for
the purpose of determining the number of Shares over which an Option is to be
granted the repayment under the Relevant Savings Contract is to be taken as
including the maximum bonus or the Standard Bonus; and


 


2.2.2  the
Employee shall have applied to enter into a Relevant Savings Contract complying
with Rule 3.1 and shall have lodged such application with the Company.


 


2.3 The Board shall in respect of each occasion when
invitations to apply for Options are made appoint a date to be the Date of
Grant for that occasion which shall not be later than 30 days following the
first day by reference to which the Market Price for the relevant invitations
was determined except where applications are scaled down in accordance with Rule 4.3
when it shall not be later than 42 days following such day.


 


2.4 Subject to Rules 3 and 4, on each Date of
Grant the Board shall accept the applications of, and thereby grant Options to,
those Eligible Employees who have satisfied the requirements of Rule 2.2
and who are Eligible Employees on that date. 
Unless the Board determines otherwise, 


 


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each application shall be deemed to be for an Option
over the largest whole number of Shares that can be bought at the US dollar
Exercise Price with the expected repayment under the related Relevant Savings
Contract at the appropriate Bonus Date following the conversion of the
repayment into US dollars.


 


2.5 As soon as practicable following the Date of
Grant the Board shall issue to each Option Holder an Option Certificate in such
form as the Board shall prescribe but stating:-


 


2.5.1 the Date of
Grant of the Option;


 


2.5.2 the
expected number of Shares subject to Option being (unless the Board determines
otherwise) such number of Shares as the repayment under the Relevant Savings
Contract can acquire following conversion of the repayment into US dollars;


 


2.5.3 the
Exercise Price in respect of those Shares;


 


2.5.4 the
earliest date of exercise in normal circumstances; and


 


2.5.5 a statement
stating that the Option is personal to the Option Holder and unless
specifically provided in the Plan rules, cannot be transferred, assigned,
mortgaged, charged or otherwise disposed of and shall immediately become void
and be of no effect in the event of the bankruptcy of the Option Holder.


 


3. 
CONDITIONS ATTACHING TO THE GRANT OF OPTIONS


 


3.1  Each
Eligible Employee who wishes to apply for an Option shall first complete an
application to enter into a Relevant Savings Contract under which the amount of
the repayments (which at the discretion of the Company include the Standard
Bonus, or the maximum bonus as the Company may permit and the Eligible Employee
shall have chosen) shall on the due date as nearly as practicable equal but not
exceed the aggregate of the Exercise Price for the Shares comprised in the
Option.


 


3.2  An Option
shall be personal to the Option Holder and may not, save as herein otherwise
specifically provided, be transferred, assigned, mortgaged, charged or
otherwise disposed of and shall immediately become void and of no effect in the
event of the bankruptcy of the Option Holder.


 


3.3  The
Company shall have the power from time to time to determine with which savings
institution Eligible Employees may enter into Relevant Savings Contracts for
the purpose of accumulating funds to pay the exercise price of Options.


 


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4. 
LIMIT ON OPTIONS


 


4.1  No Option
may be granted to an Eligible Employee which would result in the aggregate
Exercise Prices of Shares comprised in outstanding Options granted to him under
the Plan exceeding the maximum amount repayable (inclusive of any Standard
Bonus applied under the Plan) on the respective due dates to the Employee under
all his Relevant Savings Contracts.


 


4.2  No
Employee shall make monthly contributions under Relevant Savings Contracts
exceeding, in aggregate, £250 or such lesser amount as the Board may
decide.  The monthly savings
contributions shall not be less than £5 (or such greater amount as the Board
may specify not to exceed £10 per month) and shall be a multiple of £1 per
month.


 


4.3  If
pursuant to any invitation made under Rule 2.1 valid applications are
received for Options over more Shares than the aggregate number for which
applications were invited (or the limits referred to above are exceeded) the
Board shall scale down applications by carrying out any of the following steps
in the order that they deem appropriate to the extent necessary to eliminate
the excess:-


 


4.3.1  each application where the applicant has
elected to apply the maximum bonus under the Relevant Savings Contract shall be
treated as an application to apply the Standard Bonus;


 


4.3.2  each application shall be treated as exclusive
of any bonus;


 


4.3.3  the contributions which each applicant has
applied to make under the Relevant Savings Contract (and the number of Shares
comprised in the Option) shall be scaled down above whatever figure the Board
may determine, as nearly as possible proportionately (contributions rounded to
the nearest multiple of £1 per month), provided that in no case shall the
monthly contributions be reduced below £5 per month;


 


4.3.4  each application where the applicant has
applied for one type of Relevant Savings Contract shall be treated as an
application for a Relevant Savings Contract of shorter duration; and


 


4.3.5  applications will be selected by lot each
based on monthly contributions of £5 and exclusive of any bonus.


 


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4.4  Each
application shall be deemed to be modified or withdrawn in accordance with the
foregoing and the Board shall grant Options accordingly.


 


5. 
EXERCISE OF OPTIONS


 


5.1  Subject
to the provisions of Rules 6, 7 and 8 an Option may only be exercised
within the six months commencing on the due date for repayment under the Option
Holder’s Relevant Savings Contract. 
Where an Option Holder has elected to receive the maximum bonus (and Rule 4.3.1
has not been applied to reduce such bonus to the Standard Bonus) the due date
shall be the earliest date on which the maximum bonus is payable.  Where an Option Holder has elected to receive
the Standard Bonus the due date shall be the earliest date on which the
Standard Bonus is payable.


 


5.2  An Option
shall be exercised by notice in writing (in the form prescribed by the Company
provided, however, that the Board may at its discretion accept a notice of
exercise in any other form which is unambiguous and substantially equivalent
thereto) given by the Option Holder to the Board in respect of all or some of
the Shares comprised in the Option and such notice shall be accompanied by the
relevant Option Certificate and a remittance for the aggregate of the Exercise
Prices payable, such payment to be made only out of the proceeds of the
Relevant Savings Contract.  No Option may
be exercised in respect of a number of Shares the aggregate of the Exercise
Prices for which exceeds the amount (including any bonus and/or interest)
repaid under the Relevant Savings Contract. 
Any repayment under the Relevant Savings Contract shall exclude the
repayment of any contribution the due date for payment of which falls more than
one month after the date on which repayment is made.


 


5.3  As soon
as reasonably practicable and within 30 days of the receipt of notice of
exercise of an Option and of the Option Certificate and the appropriate payment
the Board shall procure that the Option Holder acquires the Shares in respect
of which the Option has been validly exercised by either (i) allotting or
procuring the allotment of Shares or (ii) transferring or procuring the
transfer of Shares to the Option Holder and the Board shall issue a definitive
certificate in respect of the Shares allotted or transferred (or such other
evidence of allotment or issue as may be prescribed by the Board where such
allotment and issue is by means of a relevant system, as defined in Regulation
2(1) of the Uncertificated Securities Regulations 1995).  Save for any rights determined by reference
to a date preceding the date of allotment, any Shares issued on the exercise of
an Option shall rank equally with the other fully-paid Shares in issue at the
date of allotment.  When an Option is
exercised only in part it shall lapse to the extent of the unexercised balance.


 


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5.4  If an
Option Holder obtains repayment of his contributions under a Relevant Savings
Contract prior to the due date, the relevant Option shall thereupon lapse
unless such Option is exercisable at the time of such repayment under Rule 6
or 7.


 


6. 
RIGHTS TO EXERCISE OPTIONS


 


6.1  Save as
provided in this Rule 6 an Option shall lapse if the participant misses
more than six monthly contributions under the Relevant Savings Contract or
forthwith upon the Option Holder ceasing to be an Employee or, on the date of
receipt by the body administering the Relevant Savings Contract of a repayment
notice requesting repayment prior to the due date provided that such Option is
not then capable of being exercised.  No
Option may be exercised by any person who is (or by the personal
representatives of a person who at the date of his death was) precluded from
participating in the Plan by paragraph 11 of Schedule 3 to ITEPA.


 


6.2  For the
purposes of these Rules, where an Option Holder ceases to be an Employee
because his employment is terminated by his employer without notice or where he
terminates his employment with or without notice, his employment shall be
deemed to cease on the date on which the termination takes effect or, if
earlier, the date of giving such notice.  If the Option Holder’s employment is
terminated by his employer with notice his employment shall be deemed to cease
on the date when such notice expires and where the employer makes a payment
which is expressed to be in lieu of such notice the Option Holder’s employment
shall be deemed to cease when such payment is made.


 


6.3  Where the
holder of an unexercised Option ceases to be an Employee by reason of his death
prior to the due date, the Option may be exercised by his personal
representatives within twelve months of the date of death but shall lapse if it
has not been exercised at the end of such period.  Where the holder of an unexercised Option
dies on or within 6 months after the due date the Option must be exercised (if
at all) by his personal representatives within 12 months of the said due date.


 


6.4  Where the
holder of an unexercised Option ceases to be an Employee by reason of:-


 


6.4.1  injury, disability, or redundancy (within the
meaning of the Employment Rights Act 1996 or the Employment Rights (Northern
Ireland) Order 1996); or


 


6.4.2  retirement either on reaching 65 years of age
(which shall be the specified age for the purposes of paragraph 31 of Schedule
3 to ITEPA) or at any other age at which he is bound to retire in accordance
with the terms of his contract of employment; or


 


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6.4.3  a company ceasing to be under the control of
the Company, or a business or a part of a business being transferred to a
person who is neither an Associated Company of the Company nor a company of
which the Company has control


 


any such Option must be exercised (if at all) within
six months of his so ceasing or, if earlier, within six months after the due
date, but (subject to Rule 6.7) shall lapse if it has not been exercised
at the end of such period.


 


6.5  Where the
holder of an unexercised Option ceases to be an Employee after the expiry of a
period of three years from the relevant Date of Grant by reason of retirement
with the consent of the Company before the age at which he is bound to retire
in accordance with the terms of his contract of employment he may exercise any
such Option within six months of the date of his so ceasing or, if earlier,
within six months after the due date.


 


6.6  An Option
Holder who continues to hold the office or employment by virtue of which he is
eligible to participate in the Plan after the date on which he reaches 65 years
of age may exercise his Option or Options within six months after that date or,
if earlier, within six months after the due date.


 


6.7  If at the
due date the holder of an unexercised Option has ceased to be an Employee but
holds an office or employment in a company which is at the due date:-


 


6.7.1  an Associated Company; or


 


6.7.2  a company which is controlled by the Company


 


then any such Option may be exercised (if at all)
within six months of the due date, but shall lapse if it has not been exercised
at the end of the such period.


 


6.8  No person
shall be treated for the purposes of this Rule 6 as ceasing to be an
Employee until he ceases to hold an office or employment in the Company or in
any Associated Company or company of which the Company has control.


 


7. 
CHANGES IN CONTROL


 


7.1  Subject
to Rule 7.2 if in connection with or as a result of a general offer to
shareholders in the Company (or any of them) to acquire the whole of the issued
ordinary share capital of the Company which is made on a condition such that if
it is satisfied the person making the offer will have control of the Company or
to acquire all the Shares, the Company shall come under the control of another
person any Option may be exercised at any time within the period of six 


 


10

















 


months from such change of control taking place and,
if it is not so exercised during this period it shall cease to be exercisable
at the expiration thereof and if it is not capable of being exchanged pursuant
to Rule 8 it shall lapse at the expiration thereof.


 


7.2  If under
Sections 974 to 991 of the Companies Act 2006 or Articles 421 to 423 of the
Companies (Northern Ireland) Order 1986, or (where relevant) legislation that
HM Revenue & Customs agrees is the overseas equivalent thereof any
person becomes bound or entitled to acquire shares of a class over which the
Options have been granted the Board shall forthwith notify every Option Holder
and Options may be exercised within one month of such notification, but to the
extent than any Option is not so exercised within such period it shall cease to
be exercisable at the expiration thereof and if it is not capable of being
exchanged pursuant to Rule 8 it shall lapse on the expiration thereof.


 


7.3  If under
Sections 895 to 901 of the Companies Act 2006 or Article 418 of the
Companies (Northern Ireland) Order 1986 or (where relevant) legislation that HM
Revenue & Customs agrees is the overseas equivalent thereof the Court
sanctions a compromise or arrangement proposed for the purposes of or in
connection with a scheme for the reconstruction of the Company or its
amalgamation with any other company or companies, any Option may be exercised
between the date on which the Court sanctions such a compromise or arrangement
(the “Sanction Date”) and the record date to determine the Shares in respect of
which such compromise or arrangement becomes effective (or if such date would
be on or before the Sanction Date the record date in relation to which such
compromise or arrangement becomes effective) or within the period of six months
of the Court sanctioning the compromise or arrangement, if this period expires
earlier.  Options shall not be
exercisable after the said record date and if not capable of being exchanged
pursuant to Rule 8 shall lapse on the expiration thereof.


 


7.4  If notice
is duly given to members of a resolution for the voluntary winding-up of the
Company Options granted under the Plan may be exercised within six months of
the passing of the resolution.  Subject
thereto all Options shall lapse on the passing of a resolution to wind-up the
Company.


 


7.5  Except as
provided in Rule 6.3 no Option shall be capable of being exercised later
than six months after the due date.


 


7.6  For the
purposes of this Rule 7 and Rule 8, a person shall be deemed to have
control of a company if he and others acting in concert with him have together
obtained control of it.


 


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7.7  Where an
Option is capable of being exchanged pursuant to Rule 8 but is not
exchanged pursuant to Rule 8 the Option shall lapse at the end of the
relevant period specified in Rule 8.2.


 


8. 
OPTIONS EXCHANGE


 


8.1  If any
company (hereafter “the Acquiring Company”):-


 


8.1.1                     obtains control
of the Company as a result of either:-


 


8.1.1.1           a general offer
to acquire the whole of the ordinary share capital (other than the shares which
the Acquiring Company already holds) which is made on condition such that if it
is satisfied the person making the Offer will have control of the Company; or


 


8.1.1.2           a general offer
to acquire all the shares in the Company of the same class of the shares (other
than Shares which the Acquiring Company already holds);or


 


8.1.2  becomes bound or entitled to acquire shares
in the Company under Sections 974 to 991 of the Companies Act 2006 or Articles
421 to 423 of the Companies (Northern Ireland) Order 1986 or (where relevant)
legislation that HM Revenue & Customs agrees is the overseas
equivalent thereof; or


 


8.1.3  obtains control of the Company in pursuance
of a compromise or arrangement sanctioned by the court under Sections 895 to 901
of the Companies Act 2006 or Articles 421 to 423 of the Companies (Northern
Ireland) Order 1986 or (where relevant) legislation that HM Revenue &
Customs agrees is the overseas equivalent thereof,


 


the Option Holder may, by agreement with the
Acquiring Company, within the periods set out in Rule 8.2 below (and where
more than one of such periods shall apply to the same circumstances, within
such one of the said periods as the Acquiring Company shall stipulate) release
(the “Release”) his Options (the “Old Options”) in consideration of the grant
to him of options over shares in the Acquiring Company or in another company
within paragraph 38 of Schedule 3 to ITEPA (“New Options”).


 


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8.2  The
periods referred to in Rule 8.1 are as follows:-


 


8.2.1  in a case falling within Rule 8.1.1, the
period of six months beginning with the time when the Acquiring Company has
obtained control of the Company and any condition subject to which the offer is
made is satisfied or waived; and


 


8.2.2  in a case falling within Rule 8.1.2, the
period during which the Acquiring Company remains bound or entitled as
mentioned in Rule 8.1.2; and


 


8.2.3  in a case falling within Rule 8.1.3, the
period of six months beginning with the time when the court sanctions the
compromise or arrangement.


 


8.3  The grant
of New Options may only take place on the following conditions:-


 


8.3.1  the shares over which the New Options are
granted (the “New Scheme Shares”) comply with the provisions relating to scheme
shares contained in paragraphs 18 to 22 inclusive of Schedule 3 of ITEPA;


 


8.3.2  the total market value, immediately before
the Release, of the Shares which were subject to the Old Options is equal to
the total market value, immediately after the grant of the New Scheme Shares in
respect of which the New Options are granted to the Option Holder;


 


8.3.3  the total amount payable by the Option Holder
for the acquisition of New Scheme Shares on complete exercise of the New
Options is equal to the total amount that would have been payable for the
acquisition of shares on complete exercise of the Old Options; and


 


8.3.4  the New Options are otherwise identical in
terms to the Old Options.


 


8.4  The New
Options shall, for all the other purposes of this Plan be treated as having
been acquired at the same time as the Old Options were or were treated as
acquired and “Date of Grant” shall be construed accordingly.


 


8.5  Any
agreement between the Acquiring Company and the Option Holder relating to the
Release will be on terms that HM Revenue & Customs shall have
previously approved and that the conditions set out in Rule 8.3 above
shall have been satisfied in relation thereto with the result that the New
Options are treated in accordance with paragraph 39(5) of Schedule 3 to
ITEPA, this Plan, and the subsequent application of the provisions of this Plan
to the New Options, as if such New Options had been granted at the same time as
the Old Options.


 


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8.6  Where the
Option Holder releases his Options under Rule 8.1, the New Options granted
to him on that Release shall not lapse, and nor shall the Option Holder be
entitled to exercise the New Options early under Rule 7, solely by virtue
of the circumstances which entitled the Option Holder to effect the Release.


 


8.7  Where any New Options are
granted pursuant to Rule 8.1 the provisions of this Plan shall be read and
construed as if:-


 


8.7.1                                        references
to ‘the Company’ in Rules 5, 6, 7, 8, 9 and 10 were references to the
company in respect of whose shares the new rights are granted;


 


8.7.2                                        references
to ‘Shares’ in Rules 4, 5, 6, 7, 8, 9 and 10 were references to the New
Scheme Shares;


 


8.7.3                                        references
to ‘Option Holder’ in Rules 5, 6, 7, 8, 9 and 10 were references to the
persons to whom such rights are granted; and


 


8.7.4                                        references
to ‘ordinary share capital’ in Rules 7, 8 and 9 were references to the
ordinary share capital of such company.


 


9. 
ADJUSTMENT OF OPTION TERMS


 


9.1  With the
prior approval of HM Revenue & Customs (while the Plan is to remain
approved) the number of Shares that are the subject of an Option and/or the
Exercise Price in respect thereof may be adjusted in such manner as the
Auditors confirm in writing to be in their opinion fair and reasonable upon the
occurrence of any capitalisation issue or offer by way of rights (including an
open offer) or upon any sub-division, reduction or consolidation or other
variation of the capital of the Company after the date on which the Option is
granted provided that the Exercise Price payable on the exercise of an Option
to subscribe for Shares shall not be less than a sum equal to the nominal value
of a Share.


 


9.2  If as a
result of any issue the Exercise Price under any Option to subscribe for Shares
would (but for the proviso contained in Rule 9.1) fall below the nominal
value of a Share the Company may, to the extent it is lawful so to do, upon
exercise of such Option capitalise reserves to be applied in paying up
additional Shares to be allotted to the Option Holder to bring about a full
equitable adjustment hereunder.


 


14

















 


10. 
GENERAL


 


10.1  The
Company shall keep available a sufficient number of unissued Shares and/or have
the agreement of other shareholders of the Company to transfer sufficient
numbers of the Shares held by them to satisfy the exercise in full of all
Options which the Company is liable to satisfy and which for the time being
remain capable of being exercised.


 


10.2  By participating in the
Plan the Option Holder accepts that the rights and obligations under the Plan
do not form part of the Option Holder’s terms and conditions of employment with
the Company or any Subsidiary and the rights and obligations which the Option
Holder and the Company or any Subsidiary owe to each other in relation to the
Option Holder’s employment will not be affected by participation in the Plan.


 


10.3  In particular (but without
limiting the generality of the Rule 10.2 ) any Option Holder whose
employment contract is terminated for whatever reason (including, for the
avoidance of doubt, where the contract is terminated by the Company or any
Subsidiary in breach of contract) shall not be entitled to any compensation for
loss of any right or benefit or prospective right or benefit under this Plan
which he might otherwise have enjoyed or for the lapse of any right to an
Option whether such compensation is claimed by way of damages for wrongful
dismissal or other breach of contract or by way of compensation for loss of
office or otherwise howsoever and by participating in the Plan, the Option
Holder irrevocably waives any such right.


 


10.4  Any
Options will not count as pay or remuneration when calculating salary related
benefits (including pension).


 


10.5  No term
in this Agreement is enforceable under the Contract (Rights of Third Parties)
Act 1999 but this does not affect any rights or remedy of a third party which
exists or is available apart from the Act.


 


10.6  Any
notice in writing to be given to any Option Holder under the Plan shall be
sufficiently given if sent through the post in a prepaid cover addressed to him
at his address last known to the Company. 
An Option Holder shall notify the Company in writing of any change of
address.  Any notice in writing to be
given to the Company shall be properly given if sent to or left at the
registered office of the Company, addressed for the attention of the Company
Secretary.


 


10.7  If any
matter arises in connection with the Plan or its operation for which provision
is not made in these Rules such matter shall be resolved, dealt with or
provided for in such manner as the Board shall in its absolute discretion think
fit.


 


15

















 


10.8  The Plan
and the rights and obligations of the Company shall be governed by and
construed in accordance with the laws of the State of Delaware provided that
nothing contained in this Rule shall be taken to have limited the right of
the Company to proceed in the courts of any competent jurisdiction.


 


11. 
MODIFICATIONS TO PLAN


 


11.1  The
Board may from time to time make alterations to these Rules provided
always that:


 


11.1.1  no alteration of a key feature shall have
effect until approved by the Board of HM Revenue & Customs (where the
Plan is to remain approved) provided that HM Revenue & Customs
approval shall not be required in respect of any alteration to any schedule
attached hereto.  (For this purpose a key
feature is one which relates to a provision that is necessary in order to meet
the requirements of Schedule 3 to ITEPA); and


 


11.2.2  no alteration shall be effective which would
materially prejudice the interests of Option Holders in relation to Options
already granted to them unless the written consent of such Option Holder has
been obtained.


 


11.2  The
Board may at any time (without prejudice to the rights of Option Holders under
subsisting Options) suspend or terminate the operation of this Plan.


 


11.3  The
Board’s decision on any matter concerning the Plan shall (subject as expressly
provided to the contrary in these Rules) be final and binding.


 


12. 
INTERNATIONAL


 


12.1 
Notwithstanding any other provision of this Plan, the Board may from
time to time amend or alter the provisions of the Plan and the terms of Options
as they may in their absolute discretion consider necessary or desirable to
comply with or take account of relevant overseas legal, taxation or securities
laws provided that such alterations or amendments shall be made in accordance
with the provisions of Rule 11.1.


 


12.2  Any
alteration or amendment to this Plan made in pursuance of Rule 12.1 in
relation to the operation of the Plan in a particular jurisdiction shall be
contained in a separate Schedule in respect of the operation of the Plan in
that jurisdiction to be attached hereto.


 


16

















 


VIRGIN MEDIA


 


SHARESAVE PLAN


 


(Approved by HM Revenue &
Customs under


Income Tax (Earnings and Pensions)
ACT 2003


on


(Reference: SRS 102712))


 


as adopted on 21 February 2008


and as amended by resolutions of
the


compensation committee


on 7 April 2008 and on 27 February 2009