Exhibit 10.14


 


NON-QUALIFIED STOCK OPTION NOTICE


 


[FIRST
NAME] [LAST 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”).  The 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.   The 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 the option, to the extent not yet vested, shall become 100%
vested.  The Option shall stop vesting
immediately upon the termination of your employment.


 


3.  Exercise
Period.   The Option shall be exercisable as to any or
all the shares as to which the option has become exercisable for a period of 10
years from the date of grant.  Your right
to exercise the 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) July 11, 2019.


 


4.  Condition
to Exercise.  The Option may not be exercised in any
circumstances unless and until the Company is satisfied that: (a) you are at
the time of exercise an employee of the Company, a Subsidiary Company, Parent
Company or Affiliated Entity; and (b) you have remained continuously so
employed since the Grant Date.


 


5.  Manner of Exercise.  The 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).


 


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


 


	
   

  	
  VIRGIN MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Neil Berkett

  
	
   

  	
  Title:

  	
  Chief Executive Officer