Exhibit 10.2


 


FORM OF
NON-QUALIFIED STOCK OPTION NOTICE


 


[NAME]


[ADDRESS]


 


This Option Notice (the “Notice”)  dated as of June 12, 2009 (the “Grant Date”) is being
sent to you by Virgin Media Inc. (including any successor company, the “Company”).  As you are presently serving as an employee
of Virgin Media Inc. or one of its subsidiary corporations, in recognition of
your services and pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan
(the “Plan”) the Company has granted you the Option provided for in this
Notice. This Option is subject to the terms and conditions set forth in the
Plan, which is incorporated herein by reference, and defined terms used but not
defined in this Notice shall have the meaning set forth in the Plan.


 


1.  Grant of Option.  The Company hereby irrevocably grants to you,
as of the Grant Date, an option to purchase up to [Number] shares of the
Company’s Common Stock at a price of $8.73  per share (the
“Option”).  This Option is not intended
to qualify as an Incentive Stock Option under U.S. tax laws and it is not
intended to qualify as an approved Option under U.K. tax laws.


 


2.  Vesting.   This Option shall vest as to 20% of the shares
on January 1, 2010 and as to an additional 20% of the shares on each January 1
thereafter, until fully vested.  Upon an
Acceleration Event this Option, to the extent not yet vested, shall become 100%
vested.  This Option shall stop vesting
immediately upon the termination of your employment.


 


3.  Exercise Period.   This Option shall be exercisable as to any
or all the shares as to which this Option has become exercisable for a period
of 10 years from the date of grant.  Your
right to exercise this Option, to the extent vested, shall terminate on the
earlier of the following dates: (a) three months after your termination
other than for Cause; (b) one year after your termination resulting from
your retirement, disability or death; (c) the date on which your
employment is terminated for Cause; or (d) June 11, 2019.


 


4.  Condition to Exercise.  This Option may not be exercised in any
circumstances unless and until the Company is satisfied that: (a) you have
entered into a binding election in the form prescribed by the Company (the “Election”)
pursuant to which you assume liability for the whole of the employers’ National
Insurance contributions due in respect of share option gains arising from this
Option; (b) you are at the time of exercise an employee of the Company, a
Subsidiary Company, Parent Company or Affiliated Entity; (c) you have
remained continuously so employed since the Grant Date; and (d) you have
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. 
If the exercise condition described in paragraph 4(d) above is not
satisfied, this Option will terminate in full on August 1, 2009 unless
otherwise agreed by the Company.


 


5.  Manner of Exercise.  This Option may be
exercised by delivery to the Company of a written notice signed by the person
entitled to exercise the Option, specifying the number of shares which such
person wishes to purchase, together with a certified bank cheque or cash (or
such other manner of payment as permitted by the Plan) for the aggregate option
price for that number of shares and any required withholding (including a
payment sufficient to indemnify the Company or any subsidiary of the Company in
full against any and all liability to account for any tax, employee’s National
Insurance contributions, or duty payable and arising by reason of the exercise
of the Option) and the amount necessary to meet the employers’ National
Insurance liability referred to in paragraph 4(a) of this Notice.


 


6.  Transferability.  Neither this Option nor any interest in this
Option may be transferred other than by will or the laws of descent or
distribution.


 


	
   

  	
  VIRGIN
  MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:  

  	
   

  
	
   

  	
  Title: