Exhibit 10.9


 


Description of
the


 


Virgin Media Inc.
2008 Bonus Scheme


 


The compensation committee of Virgin Media
Inc.’s board of directors approved the Company’s 2008 bonus scheme (the “2008
Bonus Scheme”) on April 7, 2008 covering the majority of the Company’s
employees, including the Company’s chairman and named executive officers. The
principal terms of the 2008 Bonus Scheme are set forth below:


 


Bonus Percentage and Scheme Levels


 


The 2008 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 with a potential maximum payment of double the
on-target percentage. Employees also have the opportunity to earn up to 1.2
times the calculated bonus amount 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 “2008 Bonus
Qualifying Gate”), which is based on the Company’s 2008 budgeted full year
group simple cash flow (which is defined as operating income before
depreciation, amortization and other charges less fixed asset additions on an
accrual basis). If the 2008 Bonus Qualifying Gate is not achieved, no bonus
payments will be made under the 2008 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 the following,
among others:


 


·                 Group
simple cash flow


 


·                 Divisional
financial measures, including revenue, gross margin, free cash flow, operating
costs, working capital, simple cash flow, capital expenditure and profitability
measures


 


·                 Customer
service measures, including fault rates, fault retention rates, installation
completion rates, customer advocacy, customer satisfaction and net promoter
measures


 


·                 Average
contribution per customer, or ACPU


 


·                 Net
additions to revenue generating units, or RGUs


 


·                 Commercial
advertising impacts


 


·                 Net
present value of the residential customer base


 


·                 Value
of new sales contracts with Business customers


 


·                 Percentage
of sales for sit-up generated on-line


 


·                 Page impressions
for the virginmedia.com portal


 


For all measures, the amount to be achieved
for on-target performance (the “100% Threshold”) is generally equal to the
reasonably targeted amount for that measure. A maximum target (the “200%
Threshold”) is also set for each measure at which the bonus percentage payable
is twice the on-target percentage payable. A minimum target (the “50% Threshold”)
is also set at which the bonus payable is one-half of the on-target percentage
payable. If the minimum 50% Threshold 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% Threshold and the 100%
Threshold and between the 100% Threshold and the 200% Threshold.


 

















 


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 120% of the divisional bonus if his or her performance was considered
exceptional during the year.


 


Approval
and Timing


 


Payments made under the 2008 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, 2009.


 


Changes to
Targets and Scheme Rules


 


The performance targets and rules to the
2008 Bonus Scheme may be varied at any time by agreement of the compensation
committee.