Exhibit 10.1


 


VIRGIN MEDIA INC.


 


FORM OF
RESTRICTED STOCK UNIT AGREEMENT


 


THIS
AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2009
(“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”),
and [NAME] (the Employee”).


 


1.             Grant of
Restricted Stock Units. 
Subject to and upon the terms, conditions, and restrictions set forth in
this Agreement and in the Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”),
the Company hereby grants to the Employee a maximum of [Number]  Restricted Stock Units. 
Unless the context otherwise requires, terms used but not defined herein
shall have the same meaning as in the Plan.


 


2.             Vesting
of Restricted Stock Units.


 


(a)            Vesting Schedule.  Except as otherwise provided in this Agreement,
a number of Restricted Stock Units shall become non-forfeitable if and only if (i) the
Performance Condition set out in Exhibit A has been met and (ii) the
Employee has remained in the continuous employ of the Company from the Grant
Date through the date on which the Restricted Stock Units are settled pursuant
to Section 4 hereof.  The number of
Restricted Stock Units that shall become non-forfeitable shall be calculated in
accordance with the formula set forth in Exhibit A.


 


(b)           No Accelerated Vesting.  Notwithstanding Section 7(b)(2) of
the Plan, the Restricted Stock Units shall not vest or become non-forfeitable
upon the occurrence of an Acceleration Event.


 


(c)            Continuous Employment.  For purposes of this Agreement, the
continuous employment of the Employee with the Company shall include employment
with a Subsidiary Company, Parent Company or Affiliated Entity, and shall not
be deemed to have been interrupted, and the Employee shall not be deemed to
have ceased to be an employee of the Company by reason of the transfer of the
Employee’s employment among the Company, a Subsidiary Company, Parent Company
or Affiliated Entity.


 


3.             Forfeiture
of Restricted Stock Units.


 


(a)            Any Restricted Stock Units that have
not theretofore become non-forfeitable shall be forfeited if the Employee: (i) has
not entered into new terms and conditions of employment with the Company (or a
Subsidiary Company, Parent Company or Affiliated Entity) on terms satisfactory
to the Company on or before July 31, 2009 (unless otherwise agreed by the
Company); and/or (ii) ceases to be continuously employed by the Company
prior to the date on which the Restricted Stock Units are settled pursuant to Section 4
hereof.  In the event of a forfeiture,
forfeited Restricted Stock Units shall cease to be outstanding and the Employee
shall cease to have right, title or interest in, to or on account of the
forfeited Restricted Stock Units or any underlying shares of Common Stock.


 


(b)           For the purposes of this Agreement,
where the Employee ceases to hold an office or employment with the Company
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 notice. If the Employee’s employment is terminated
by his employer with notice his employment shall be deemed to cease on the date
when such notice expires.


 


4.             Settlement
of Restricted Stock Units. 
Upon Restricted Stock Units becoming non-forfeitable in accordance with Section 2
of this Agreement, each such Restricted Stock Unit shall entitle the Employee
to, in the discretion of the Committee, one share of Common Stock or an amount
of cash equal to the Fair Market Value of one share of Common Stock determined
as of the date on which such Restricted Stock Units become
non-forfeitable.  Settlement of the
Restricted Stock Units shall occur on the “Prescribed Date” as nominated by the
Committee. The Prescribed Date shall be a date on or after the date on which
the Company’s annual audited financial statements for the year ending December 31,
2011 are filed with the SEC but shall not, in any event, be a date later than April 30,
2012.  In determining the Prescribed
Date, the Committee shall take into account closed trading periods for the
Common Stock and the Company’s Insider Trading Policy.  If settlement is made in the form of shares
of Common Stock, such shares shall be evidenced by book entry registration or by
a certificate registered in the name of the Employee.


 


5.             Dividend,
Voting and Other Rights. 
The Employee shall have none of the rights of a shareholder with respect
to any shares of Common Stock underlying the Restricted Stock Units, including
the right to vote such


 

















 


shares
and receive any dividends that may be paid thereon until such time, if any,
that shares of Common Stock are delivered to the Employee in settlement
thereof; provided, that, upon the occurrence of an event set forth in Section 9
of the Plan, the Restricted Stock Units shall be subject to adjustment pursuant
to Section 9 of the Plan.


 


6.             No Special Employment Rights.  Nothing contained in the Plan or this
Agreement shall be construed or deemed by any person under any circumstances to
obligate the Company to continue the employment of the Employee for any period.


 


7.             Withholding.  It shall be a condition to the vesting of any
Restricted Stock Units, the payment of cash hereunder, or the issuance of
shares of Common Stock hereunder, as the case may be, that the Employee shall
pay, or make provisions for payment of, all income, employment or other tax (or
similar) and social security (or similar) withholding requirements in a manner
that is satisfactory to the Company for the payment thereof.


 


8.             Miscellaneous.


 


(a)           Except as otherwise expressly provided herein, this
Agreement may not be amended or otherwise modified in a manner that adversely
affects the rights of the Employee, unless evidenced in writing and signed by
the Company and the Employee.


 


(b)           All notices under this Agreement
shall be delivered by hand, sent by commercial overnight courier service or
sent by registered or certified mail, return receipt requested, and first-class
postage prepaid, to the Employee at the address on file with the Company’s
Payroll Department and to the Company at 909 Third Avenue, Suite 2863, New
York, NY 10022, or at such other address as may be designated in a notice by
either party to the other.


 


(c)           The Company shall not be obligated to
issue any shares of Common Stock or other securities pursuant to this Agreement
if the issuance thereof would result in a violation of any applicable federal
and state securities laws.


 


(d)           Any amendment to the Plan shall be
deemed to be an amendment to this Agreement to the extent that the amendment is
applicable hereto; provided, however, that no amendment shall
adversely affect the rights of the Employee under this Agreement without the
Employee’s consent, except to the extent necessary to comply with applicable law.


 


(e)           This Agreement is subject to the
terms and conditions of the Plan.  In the
event of any inconsistency between the provisions of this Agreement and the
Plan, the Plan shall govern.  The
Committee, acting pursuant to the Plan, as constituted from time to time,
shall, except as expressly provided otherwise herein, have the right to
determine any questions that arise in connection with this Agreement.


 


(f)            Each provision of this Agreement
shall be considered separable.  The
invalidity or unenforceability of any provision shall not affect the other
provisions, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision was omitted.


 


(g)           This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware.


 


(h)           The failure of the Company or the
Employee to insist upon strict performance of any provision hereunder,
irrespective of the length of time for which such failure continues, shall not
be deemed a waiver of such party’s right to demand strict performance at any
time in the future.  No consent or
waiver, express or implied, to or of any breach or default in the performance
of any obligation or provision hereunder shall constitute a consent or waiver
to or of any other breach or default in the performance of the same or any
other obligation hereunder.


 


(i)            This Agreement is a matter entirely
separate from any pension right or entitlement that the Employee may have and
from his or her terms and conditions of employment, and, in particular (but
without limiting the generality of the foregoing), if the Employee leaves the
employment of the Company and any Parent Company, Subsidiary Company or
Affiliated Entity or otherwise ceases to be an employee thereof, he or she
shall not be entitled to any compensation for any loss of any right or benefit
or prospective right or benefit under this Agreement which he or she might
otherwise have enjoyed 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.


 


(j)            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 such Act.


 

















 


IN
WITNESS WHEREOF, the parties to the Agreement have duly executed and delivered
this Agreement as of the date first written above.


 


 


	
   

  	
  VIRGIN
  MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


ACCEPTED AND AGREED


 


 


	
  By:

  	
   

  	
   

  
	
  Name: