Exhibit 10.2


 


THE
VIRGIN MEDIA INC.


DEFERRED
COMPENSATION PLAN


FOR
DIRECTORS


 


ARTICLE 1

Purpose


 


The purpose of this Plan
is to provide members of the Board of Directors of Virgin Media Inc. with the
opportunity to defer receipt of certain compensation to which they will be
entitled while the Plan is in effect. 
The Plan is intended to be an unfunded, nonqualified deferred
compensation plan and shall be construed and administered accordingly.


 


ARTICLE 2

Definitions


 


For purposes of the Plan,
the following terms shall have the following meanings:


 


2.1          “Acceleration Event” has the meaning set
forth in Section 2(a) of the Virgin Media Inc. 2006 Stock Incentive
Plan, as in effect on the date hereof.


 


2.2          “Allocation Date” shall mean, with
respect to a Deferral Election, the date on which all or a portion of a
Director’s Deferral Amount is credited to his or her Stock Unit Account, which
shall be the last NASADAQ trading day in the months of March, June, September and
December next following the date on which such Deferral Amount (or portion
thereof) would have been paid to the Director if the Director had not made a
Deferral Election.


 


2.3          “Beneficiary” has the meaning set forth
in Section 8.3 of Article 8.


 


2.4                               “Board”
shall mean the Board of Directors of the Company.


 


2.5          “Cash Compensation” shall mean, with
respect to a Plan Year all cash compensation, including, without limitation,
the annual retainer fees, committee fees, and meeting fees payable to a
Director in such Plan Year for services rendered in such Plan Year.  For the avoidance of doubt, “Cash
Compensation” shall not include (i) amounts paid for the reimbursement of
expenses, (ii) tax equivalents paid for the account of a Director, (iii) stock
options granted or to be granted by the Company to such Director or (iv) Common
Stock received or to be received by such Director pursuant to the exercise of
such options or otherwise.


 


2.6          “Change in Capitalization” has the
meaning set forth in Section 4.1 of Article 4.


 


2.7          “Common Stock” shall mean the common stock,
par value $0.01 per share, of the Company, or any other securities or property
into which such stock may be converted or exchanged.


 


2.8          “Company” shall mean Virgin Media Inc.


 

















 


2.9          “Deferral Amount” shall mean the Cash
Compensation elected by a Director to be deferred in a Plan Year.


 


2.10        “Deferral Election” shall mean a Director’s
timely election of a Deferral Amount pursuant to Article 3.


 


2.11        “Deferral Period” shall mean the period
commencing on the Allocation Date and ending on the date of the Director’s
Termination.


 


2.12        “Director” shall mean each member of the
Board who is not an executive officer or employee of the Company or any of its
subsidiaries.


 


2.13        “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


2.14        “Fair Market Value” on any date means (i) with
respect to Common Stock, the average of the highest and lowest reported sales
prices, regular way, of Common Stock in transactions reported on the Nasdaq
Global Select Market on such date, or if no sales of Common Stock are reported
on the Nasdaq Global Select Market for such date, the comparable average sales
price for the last previous day for which sales were reported on the Nasdaq
Global Select Market or the value of a share of Common Stock for such date as established
by the Committee using any other reasonable method of valuation, and (ii) with
respect to any other property, the fair market value of such property
determined by such methods or procedures as shall be established from time to
time by the Committee.


 


2.15        “Payment Method” has the meaning set forth
in Section 5.2 of Article 5.


 


2.16        “Plan” shall mean this Virgin Media Inc.
Deferred Compensation Plan for Directors, as such Plan may be amended from time
to time.


 


2.17        “Plan Administrator” shall mean the
Compensation Committee of the Board or such other committee of Directors
designated by the Board; provided, however, the Committee
shall consist of at least two Directors, each of whom shall be a “nonemployee
director” within the meaning of Rule 16b-3 promulgated under the Exchange
Act.  For purposes of the preceding
sentence, if one or more members of the Committee is not a nonemployee Director
but recuses himself or herself or abstains from voting with respect to a
particular action taken by the Committee, then the Committee, with respect to
that action, shall be deemed to consist only of the members of the Committee
who have not recused themselves or abstained from voting.


 


2.18        “Plan Year” shall mean each calendar year
or, in respect of 2008, part calendar year, with the first partial plan year
beginning October 1, 2008.


 


2.19        “Stock Unit Account” shall mean a
memorandum account established on the books of the Company on behalf of a
Director, to which shall be credited a number of Stock Units pursuant to Section 4.1
of Article 4.


 

















 


2.20        “Stock Unit Account Balance” shall have the
meaning set forth in Section 4.1 of Article 4.


 


2.21        “Stock Units” shall mean units credited to
a Director’s Stock Unit Account, with one Stock Unit having a value on any date
equal to the Fair Market Value of one share of Common Stock on such date.


 


2.22        “Termination” shall mean termination of a
Director’s service as a member of the Board for any reason, including by reason
of death or disability.


 


ARTICLE 3

Deferral Elections of Cash Compensation


 


3.1          Deferral Election.  Each
Director may elect to have the payment of all or any portion of his or her Cash
Compensation for a Plan Year deferred pursuant to the Plan.  Each Deferral Election shall be made on a
deferral election form attached hereto and shall specify (i) the Deferral
Amount and (ii) the Payment Method (as defined in Section 5.2).


 


3.2          Timing of Deferral Elections.  Deferral Elections in respect of Cash
Compensation otherwise payable to Directors in a Plan Year shall be timely if
made on or before December 31st of the preceding year (or, in
the case of 2008, on or before October 1, 2008); provided, however,
that with respect to new Directors, Deferral Elections in respect of Cash
Compensation subsequently payable in the Plan Year in which they become a
Director shall be timely if made within 15 days after becoming a Director.


 


3.3          Renewal of Payment Commencement and
Payment Method Elections. 
Once a Deferral Election (including designation of the portion of the
Director’s fees to be deferred, the Payment Commencement Date and the Payment
Method) has been made, it will be automatically applied to Director’s fees
earned in all subsequent calendar years unless the Director changes or revokes
such election prior to the commencement of such subsequent calendar year.  Each such change or revocation must be
submitted to the Secretary of the Company in writing.


 


3.4          Irrevocability.  Subject to Section 3.3 above, a Deferral
Election, once made, shall be irrevocable.


 


ARTICLE 4

Treatment of Deferral Amounts


 


4.1          Stock Unit Account.


 


(a)           Allocations.  In the event a Director elects to have all or
a portion of the Cash Compensation otherwise payable to the Director credited
to such Director’s Stock Unit Account, the number of Stock Units that will be
credited to the Director’s Stock Unit Account as of each Allocation Date shall
be equal to (A) the aggregate Cash Compensation with respect to which the
election has been made and that would otherwise have been paid in the calendar
quarter ending on the Allocation Date divided by (B) the Fair Market Value
of a share of 


 

















 


Common Stock on the Allocation Date, in each case, converted into U.S.
Dollars based on the exchange rate at mid-day on the Allocation Date.


 


(b)           Dividends.  In the event of a dividend payable in stock
or an extraordinary cash dividend, credits (dividend equivalents) will be made
to each Director’s Stock Unit Account as follows:


 


(i)            in the case of an extraordinary cash
dividend, or a dividend of stock of the Company (other than Common Stock) or
other property, additional credits will be made to the Stock Unit Account
consisting of a number of Stock Units equal to the number determined by
dividing (A) the cash amount of such dividend per share (or the fair
market value, on the date of payment, of dividends per share paid in such stock
or other property), multiplied by the aggregate number of Stock Units credited
to such Stock Unit Account on the record date for the payment of such dividend
by (B) the Fair Market Value of a share of Common Stock on the date such
dividend is payable to holders;


 


(ii)           in the case of a dividend consisting
of Common Stock, the Stock Unit Account will be credited with a number of Stock
Units equal to the number of Stock Units in such account on the record date for
the payment of such dividend multiplied by the number of shares of Common Stock
paid per share of Common Stock in such dividend;


 


(iii)          The credits or dividend equivalents
made to each Director’s Stock Unit Account will not include amounts reflecting
regularly quarterly cash dividends.


 


(c)           In the event of any Change in
Capitalization, the Plan Administrator in good faith shall take such action as
it deems necessary to preserve the economic value of each Director’s Stock Unit
Account immediately prior to the Change in Capitalization to reflect the impact
of the Change in Capitalization on the Common Stock, including without
limitation the making of equitable adjustments to the number of Stock Units
credited to the Stock Unit Account and the number and kind of securities or
other property deemed to be represented by Stock Units held in the Stock Unit
Account.  For purposes of this Section 4.1(c),
“Change in Capitalization” shall mean any increase or reduction in the
number of shares of Common Stock, or any change in such shares or exchange of
such shares for a different number or kind of shares or other securities of the
Company or another corporation, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, spin-off, split-up,
issuance of warrants or rights or debentures, stock dividend, stock split or
reverse stock split, combination or exchange of shares, repurchase of shares,
change in corporate structure or otherwise. 
(The actual deferrals plus adjustments pursuant to Sections 4.1(b) and
4.1(c) are collectively referred to herein as the “Stock Unit Account
Balance”).


 


(d)           All fractional Stock Units to which a
Director is entitled shall be rounded to the nearest tenth of a share.


 


4.2          Vesting. 
A Director shall be fully (100%) vested in his or her Stock Unit Account
Balance at all times.


 

















 


ARTICLE 5

Payment


 


5.1          Payment Upon End of Deferral Period.  With respect to any
Deferral Election, payment of a Director’s Stock Unit Account attributable to
such Deferral Election shall be made following the end of the applicable
Deferral Period at the time and in the manner set forth in this Article 5.


 


5.2          Payment
Method.  Payment
of amounts credited to a Director’s Stock Unit Account shall be made in
accordance with the Payment Method elected by the Director in the applicable
Deferral Election.  For purposes of this
Plan, “Payment Method” shall mean, with respect to payments of amounts
credited to a Director’s Stock Unit Account pursuant to a Deferral Election,
either (i) a lump sum payment on the 15th day of the calendar month
following the end of the applicable Deferral Period (or if such day is not a
business day, the next business day following such 15th day) or (ii) a
number of annual installments (not exceeding 5) specified by the Director in
his or her Deferral Election, with (x) the first installment to be paid on
the 15th day of the calendar month following the end of the applicable Deferral
Period and (y) installments subsequent to the first installment to be paid
on the 15th day of such calendar month of each succeeding calendar year (or, in
each of (x) and (y), if such day is not a business day, the next business
day following such 15th day). 
Deferred amounts held pending distribution shall continue to be subject
to adjustments, as provided in Sections 4.1(b),
and 4.1(c), respectively.


 


5.3          Amount of Payment.


 


(a)           Lump
Sum Payment.  If a Director elects a lump sum
payment with respect to a Deferral Election, such payment shall, at the sole
discretion of the Plan Administrator (subject to Section 8.1), consist of
either (i) cash equal to the Fair Market Value of that portion of the
Director’s Stock Unit Account Balance which is attributable to such Deferral
Election as of the day preceding distribution; or (ii) a number of shares
of Common Stock equal to the number of Stock Units allocated to that portion of
the Director’s Stock Unit Account which is attributable to such Deferral
Election as of the day preceding distribution.


 


(b)           Installment
Payments.  If a Director elects
annual installments with respect to a Deferral Election, each installment
payment shall at the sole discretion of the Plan Administrator (subject to Section 8.1),
consist of either (i) cash equal to the Fair Market Value of that portion of the Director’s
Stock Unit Account Balance which is attributable to such Deferral Election as
of the day preceding distribution or (ii) a number of shares of Common Stock equal to the
number of Stock Units allocated to that portion of the Director’s Stock Unit
Account which is attributable to such Deferral Election, such number of
Stock Units as of the day preceding the installment payment divided by the
number of remaining installments to be made (including the installment being
paid) as of the day preceding distribution.


 


5.4          Accelerated Payment in the
Event of Death.  Notwithstanding
any other provision of the Plan, in the event a Director dies prior to
receiving distribution of his or her entire Stock Unit Account, payments shall
be made to the Beneficiary or, if applicable, to the estate of the Director, in
accordance with the applicable Beneficiary Designation Form.  The Company shall pay to the Beneficiary or,
if applicable, to the estate of the Director within thirty 


 

















 


(30) days following the Director’s date of death, at the sole discretion of the Plan
Administrator (subject to Section 8.1), either  (i) cash
equal to the Fair Market Value of that portion of the Director’s Stock Unit
Account Balance which is attributable to such Deferral Election as of the day
preceding distribution or (ii) a number of shares of Common Stock equal to
the number of Stock Units allocated to that portion of the Director’s Stock
Unit Account which is attributable to such Deferral Election as of the day
preceding distribution.


 


5.5          Acceleration Event.  Notwithstanding any other provision of the
Plan, upon an Acceleration Event, which constitutes a change in the ownership
or effective control of the Company or in the ownership of a substantial
portion of the assets of the Company under Section 409A of the Internal
Revenue Code of 1986, as amended, the Company shall pay to each Director within
thirty (30) days following the Acceleration Event, at the sole discretion of the Plan
Administrator (subject to Section 8.1), either  (i) cash
equal to the Fair Market Value of that portion of the Director’s Stock Unit
Account Balance which is attributable to such Deferral Election as of the day
preceding distribution or (ii) a number of shares of Common Stock equal to
the number of Stock Units allocated to that portion of the Director’s Stock
Unit Account which is attributable to such Deferral Election as of the day
preceding distribution.


 


5.6          Exception
for Section 16 of the Exchange Act. 
Notwithstanding any other provision of the
Plan, no payment shall be made pursuant to the Plan if such payment would
subject a Director to liability under Section 16 of the Exchange Act, and
any such payment shall be delayed until the first date on which such payment
may be made without subjecting the Director to such liability.


 


ARTICLE 6

Administration


 


6.1          General Powers and Responsibilities of Plan
Administrator  The Plan
Administrator shall have full authority to construe and interpret the terms and
provisions of the Plan, and to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan and perform all acts as it
shall, from time to time, deem advisable, and otherwise to supervise the
administration of the Plan.  The Plan
Administrator may correct any defect, supply any omission or reconcile any
inconsistency in the Plan, or in any Deferral Election hereunder, in the manner
and to the extent it shall deem necessary to effectuate the Plan.  Any decision, interpretation or other action
made or taken in good faith by or at the direction of the Plan Administrator in
connection with the Plan shall be in the sole and absolute discretion of the
Plan Administrator and shall be final, binding and conclusive.  A Director shall not participate in any
decision involving a request made by him or her or relating in any way to his
or her rights, duties, and obligations as a participant in the Plan (unless
such decision relates to all Directors generally and in a similar manner).


 


6.2          Liability and Indemnification of Plan Administrator.  The Plan Administrator shall
not be liable for any action, failure to act, determination or interpretation
made in good faith with respect to this Plan or any transaction hereunder,
except for liability arising from his or her own willful misfeasance, gross
negligence or reckless disregard of his or her duties.  The Company hereby agrees to indemnify the
Plan Administrator for all costs and expenses and, to the extent permitted by
applicable law, any liability incurred in connection with 


 

















 


defending against, responding to, negotiating for the settlement of or
otherwise dealing with any claim, cause of action or dispute of any kind
arising in connection with any actions in administering this Plan or in
authorizing or denying authorization to any transaction hereunder.


 


ARTICLE 7

Amendment or Termination of the Plan


 


The  Company, by
action of the Board, may amend, modify or terminate the Plan in whole or in
part at any time and for any reason without prior notice to or consent of any
Director; provided, however,
that no amendment, modification or termination of the Plan shall reduce a
Director’s Stock Unit Account Balance, or change a previously specified
Deferral Election as of the date of such amendment, modification or
termination.


 


ARTICLE 8

Miscellaneous


 


8.1          Shares
Subject to Plan.  Shares
of Common Stock distributed to Directors under this Plan shall be made from the
aggregate number of shares of Common Stock reserved for issuance under the
Virgin Media Inc. 2006 Stock Incentive Plan (or any successor plan thereto),
provided that the Committee has, prior to the date of distribution, made a
Share Award (as such term is defined in the 2006 Stock Incentive Plan) in
respect of such distribution.


 


8.2          Nonassignability.  Neither a Director
nor any other person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate,
alienate or convey in advance of actual receipt, any amount payable under the
Plan.  All amounts payable under the
Plan, and all rights to such amounts, are expressly declared to be unassignable
and non-transferable.  In the case of a
Director’s death, payments due under this Plan shall be made in accordance with
Section 5.4.


 


8.3          Designation of Beneficiary.  Each Director at the time he or she completes
a Deferral Election shall designate a beneficiary (a “Beneficiary”) and
a contingent Beneficiary to whom benefits hereunder are to be paid if the
Director dies prior to receiving his or her entire Stock Unit Account Balances.
 A Director may change his or her
Beneficiary designations at any time by filing a revised Beneficiary
designation form with the Plan Administrator or such other individual or entity
designated by the Plan Administrator.  If
a Director fails to designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the Director, the Company shall pay the
Stock Unit Account Balances to the estate of the Director.


 


8.4          Incapacity.  In
the event benefits become payable under the Plan after a Director becomes
incapacitated, such benefits shall be paid to the Director’s legal guardian or
legal representative pursuant to the applicable provisions of Article 5.


 


8.5          No Right To Continued Service.  The terms and conditions of the Plan shall
not be deemed to establish, constitute or be evidence of a right of any
Director to remain in service as a member of the Board.


 

















 


8.6          No Right of a Shareholder. 
Directors shall have none of the rights of
shareholders of the Company by reason of their participation in the Plan.


 


8.7          Tax Withholding.  The
Company or the Plan Administrator shall have the right to withhold from any
payment hereunder amounts sufficient to satisfy all foreign, Federal, state,
local, or other withholding tax requirements.


 


8.8          Expenses. 
The Company will bear all expenses incurred in administering this Plan
and no part thereof shall be charged against any Director’s Stock Unit Account
or any amounts distributable hereunder.


 


8.9          Unsecured General Creditor.  Directors shall have no legal or equitable
rights, interest or claims in any property or assets of the Company.  For purposes of the payment of benefits under
the Plan, any and all of the Company’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Company.  The Company’s obligations under the Plan
shall be merely that of an unfunded and unsecured promise to pay money and
stock in the future.


 


8.10        Successors.  The
terms and conditions of the Plan and each Deferral Election shall inure to the
benefit of and bind the Company and the Directors, and their successors,
assigns, and personal representatives.


 


8.11        Governing Law.  The provisions of the Plan
shall be construed and interpreted according to the laws of the State of
Delaware without giving effect to conflict of laws principles thereof.


 


Adopted by the Board of Directors: 
September 9, 2008


 

















 


VIRGIN MEDIA INC.
DEFERRED COMPENSATION PLAN


FOR NON-EMPLOYEE
DIRECTORS


 


DEFERRAL ELECTION
FORM


 


	
  Name (print)

  	
   

  	
   

  	
  Social Security Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Home Address

  	
   

  	
   

  	
  Today’s Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


In accordance with the
Virgin Media Inc. Deferred Compensation Plan for Directors, the undersigned
hereby elects, with respect to Cash Compensation to be paid in the         
Plan Year and each Plan Year until such election is revoked pursuant to Section 3.3
of the Plan, to (i) defer the percentage of Cash Compensation specified
herein and (ii) receive distributions of such deferred Cash Compensation
in the form specified herein. 
Capitalized terms used in this form shall have the same meaning as in
the Plan.


 


I.              DEFERRAL AMOUNT


 


I hereby elect to defer       %
of my Cash Compensation for the          
Plan Year and each Plan Year until such election is revoked pursuant to Section 3.3
of the Plan.  Cash Compensation includes
the annual retainer fees, committee fees, and meeting fees payable to a
Director in such Plan Year for services rendered in such Plan Years.  For the avoidance of doubt, “Cash
Compensation” shall not include (i) amounts paid for the reimbursement of
expenses, (ii) tax equivalents paid for the account of a Director, (iii) stock
options granted or to be granted by the Company to such Director or (iv) Common
Stock received or to be received by such Director pursuant to the exercise of
such options or otherwise.


 


II.            PAYMENT METHOD


 


The available payment
options are (i) a lump sum payment on the fifteenth (15) day of the
calendar month following the end of the applicable Deferral Period (or if such
day is not a business day, the next business day following such 15th
day) or (ii) a number of annual installments (not exceeding 5) with the
first installment to be paid on the fifteenth (15) day of the calendar month
following the end of the applicable Deferral Period and subsequent installments
to be paid on the anniversaries of the initial installment (or if such day is
not a business day, the next business day following such 15th
day).  At the discretion of the Plan
Administrator payments will be made in cash or Common Stock.


 


I elect that all of my
Cash Compensation deferred with respect to the applicable Plan Year (plus
earnings) will be distributed as follows (subject to provisions of the Plan
relating to payments in the event of death or upon an Acceleration Event of the
Company):


 

















 


(choose one)                                                                           o  (A)   A
lump sum payment on the fifteenth (15) day of the calendar month following the
end of the applicable Deferral Period (or if such day is not a business day,
the next business day following such 15th day).


 


 o  (B)   Annual
installments for          years (please
specify a number from 2 through 5) commencing on the fifteenth (15) day of the
calendar month following the end of the applicable Deferral Period (or if such
day is not a business day, the next business day following such 15th
day).


 


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


Please return this completed form to Sandy
Barnet by fax at 212 752-1157 or by c/o Virgin Media Inc., 909 Third Avenue, Suite 2863,
New York, NY 10022.