Exhibit 10.49


 


VIRGIN MEDIA INC.


 


RESTRICTED STOCK AGREEMENT


 


RESTRICTED STOCK AGREEMENT, dated as of November 2, 2009,
between Virgin Media Inc., a Delaware corporation (the “Company”), and Andrew M
Barron (the “Executive”).


 


WHEREAS, the Compensation
Committee of the Board of Directors of the Company (the “Compensation Committee”)
wishes to grant to the Executive, and the Executive wishes to accept from the
Company, shares of common stock of the Company, par value $0.01 per share (the “Restricted
Stock”), to be granted pursuant to the Virgin Media Inc. 2006 Stock Incentive
Plan (the “Plan”);


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


1.                                       Grant of Restricted Stock.


 


The Company hereby grants to the Executive, and the
Executive hereby accepts from the Company, 75,000 shares of Restricted Stock on
the terms and conditions set forth in this Agreement.  This Agreement is also subject to the terms
and conditions set forth in the Plan. 
Capitalized terms used but not defined herein shall have the meanings
set forth in the Plan.


 


2.                                       Rights of Executive.


 


Except as otherwise provided in this Agreement, the
Executive shall be entitled, at all times on and after the date that the shares
of Restricted Stock are issued, to exercise all the rights of a stockholder
with respect to the shares of Restricted Stock (whether or not the Transfer
Restrictions thereon shall have lapsed), including the right to vote the shares
of Restricted Stock and the right, subject to Section 6 hereof, to receive
dividends thereon.  Notwithstanding the
foregoing, prior to the Lapse Date (as defined below), the Executive shall not
be entitled to transfer, sell, pledge, hypothecate, assign, or otherwise
dispose of or encumber, the shares of Restricted Stock (collectively, the “Transfer
Restrictions”).


 


3.                                       Vesting and Lapse of Transfer
Restrictions.


 


3.1                                 The Transfer Restrictions on the
Restricted Stock shall lapse and the Restricted Stock granted hereunder shall
vest as provided for on Exhibit A hereto.


 


3.2                                 Notwithstanding anything to the contrary
provided in the Plan or otherwise, the Transfer Restrictions on all of the
shares of Restricted Stock granted hereunder and then outstanding shall not
lapse and such shares of Restricted Stock shall not vest solely due to the
occurrence of an Acceleration Event.


 


4.                                       Escrow and Delivery of Shares.


 


4.1                                 Certificates
representing the shares of Restricted Stock shall be issued and held by the
Company in escrow and shall remain in the custody of the Company until their
delivery to the Executive or the Executive’s estate as set forth in Section 4.2
hereof, subject to the Executive’s delivery of any documents which the Company
in its discretion may require as a condition to the issuance of shares and the
delivery of shares to the Executive or the Executive’s estate.


 

















 


4.2                                 Certificates
representing those shares of Restricted Stock in respect of which the Transfer
Restrictions have lapsed pursuant to Section 3 hereof shall be delivered
to the Executive as soon as practicable following the Lapse Date, provided that
the Executive has satisfied all applicable Withholding Tax requirements with
respect to the Restricted Stock.


 


4.3                                 The Executive may receive, hold, sell, or
otherwise dispose of those shares delivered to the Executive pursuant to Section 4.2
free and clear of the Transfer Restrictions, but subject to compliance with all
federal and state securities laws.


 


4.4                                 Prior to the Lapse Date, each stock
certificate evidencing shares of Restricted Stock shall bear a legend in
substantially the following form:


 


“This certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture, restrictions against transfer and rights of repurchase, if
applicable) contained in the Restricted Stock Agreement (the “Agreement”)
between the registered owner of the shares represented hereby and the
Company.  Release from such terms and
conditions shall be made only in accordance with the provisions of the
Agreement, a copy of which is on file in the office of the Secretary of Virgin
Media Inc.”


 


4.5                                 As soon as practicable following the
Lapse Date, the Company shall issue new certificates in respect of the shares
that have vested as of the Lapse Date which shall not bear the legend set forth
in Section 4.4, which certificates shall be delivered in accordance with Section 4.2
hereof.


 


5.                                       Effect of Termination of Employment for
any Reason.


 


Upon termination of the Executive’s employment with
the Company and its Affiliates, if applicable, for any reason, the Executive
shall forfeit the shares of Restricted Stock which are then subject to the
Transfer Restrictions, and, from and after such forfeiture, such shares of
Restricted Stock shall cease to be outstanding and the Executive shall have no
rights with respect thereto; provided, that, if the Executive’s employment
shall terminate after the end of a fiscal year of the Company and prior to the
date of the determination as to whether the performance conditions applicable
to such fiscal year have been met, the shares of Restricted Stock subject to
vesting in respect of such fiscal year shall remain outstanding following the
termination of the Executive’s employment and shall vest or be forfeited when
such determination is made, in either case based on such determination.


 


6.                                       Dividend Rights.


 


All dividends declared and paid by the Company on
shares of Restricted Stock shall be deferred until the lapsing of the Transfer
Restrictions pursuant to Section 3 hereof (and shall be subject to
forfeiture upon forfeiture of the shares of Restricted Stock as to which such
deferred dividends relate).  The deferred
dividends shall be held by the Company for the account of the Executive.  Upon the Lapse Date, the dividends allocable
to the shares of Restricted Stock as to which the Transfer Restrictions have
lapsed shall be paid to the Executive (without interest).  The Company may require that the Executive
invest any cash dividends received in additional Restricted Stock which shall
be subject to the same conditions and restrictions as the Restricted Stock
granted under this Agreement.


 


7.                                       No Right to Continued Employment.


 


Nothing in this Agreement shall be interpreted or
construed to confer upon the Executive any right with respect to continuance of
employment by the Company or any of its Affiliates, nor shall this Agreement
interfere in any way with the right of the Company or any such Affiliate to
terminate the Executive’s employment at any time.


 

















 


8.                                       Withholding of Taxes.


 


The Executive shall pay
to the Company, or the Company and the Executive shall agree on such other
arrangements necessary for the Executive to pay, the applicable federal, state
and local income taxes required by law to be withheld (the “Withholding Taxes”),
if any, upon the vesting and delivery of the shares.  The Company shall have the right to deduct
from any payment of cash to the Executive an amount equal to the Withholding
Taxes in satisfaction of the Executive’s obligation to pay Withholding Taxes.


 


9.                                       Modification of Agreement.


 


This Agreement may be
modified, amended, suspended or terminated, and any terms or conditions may be
waived, but only by a written instrument executed by the parties hereto.


 


10.                                 Severability.


 


Should any provision of
this Agreement be held by a court of competent jurisdiction to be unenforceable
or invalid for any reason, the remaining provisions of this Agreement shall not
be affected by such holding and shall continue in full force and effect in
accordance with their terms.


 


11.                                 Governing Law.


 


The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of New York without giving effect to the
conflicts of laws principles thereof which might result in the application of
the laws of any other jurisdiction.


 


12.                                 Successors in Interest; Transfer.


 


This Agreement shall
inure to the benefit of and be binding upon any successor to the Company.  This Agreement shall inure to the benefit of
the Executive’s heirs, executors, administrators and successors.  All obligations imposed upon the Executive and
all rights granted to the Company under this Agreement shall be binding upon
the Executive’s heirs, executors, administrators and successors.  This Agreement is not assignable by the
Executive.


 


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  VIRGIN MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neil A. Berkett

  
	
   

  	
  Name:

  	
  Neil A. Berkett

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  



 


 


	
  ACCEPTED
  AND AGREED

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Andrew M. Barron

  	
   

  
	
  Name:

  	
  Andrew M. Barron

  	
   

  



 

















 


EXHIBIT A


 


PERFORMANCE CONDITIONS


 


The Transfer Restrictions
shall lapse and the Restricted Stock granted hereunder shall vest on March 1,
2011 subject to continuous employment and the achievement of performance conditions
to be determined by the Chief Executive Officer and the Compensation Committee
for the 2010 fiscal year.