Exhibit 10.18


 


THE VIRGIN MEDIA INC.


DEFERRED COMPENSATION PLAN


FOR DIRECTORS


 


ARTICLE 1


Purpose


 


The purpose of this Plan is to provide members of the Board of
Directors of Virgin Media Inc. with the opportunity to defer receipt of certain
compensation to which they will be entitled while the Plan is in effect.  The Plan is intended to be an unfunded,
nonqualified deferred compensation plan and shall be construed and administered
accordingly.


 


ARTICLE 2


Definitions


 


For purposes
of the Plan, the following terms shall have the following meanings:


 


2.1          “Acceleration Event”
has the meaning set forth in Section 2(a) of the Virgin Media Inc.
2006 Stock Incentive Plan, as in effect on the date hereof.


 


2.2          “Allocation Date”
shall mean, with respect to a Deferral Election, the date on which all or a
portion of a Director’s Deferral Amount is credited to his or her Stock Unit
Account, which shall be the last day of the quarter in which the services
corresponding to such Deferral Amount have been performed.


 


2.3          “Beneficiary” has
the meaning set forth in Section 8.3 of Article 8.


 


2.4                               “Board” shall mean the Board of
Directors of the Company.


 


2.5          “Cash Compensation”
shall mean, with respect to a Plan Year all cash compensation, including,
without limitation, the annual retainer fees, committee fees, and meeting fees
payable to a Director for services rendered in such Plan Year.  For the avoidance of doubt, “Cash
Compensation” shall not include (i) amounts paid for the reimbursement of
expenses, (ii) tax equivalents paid for the account of a Director, (iii) stock
options granted or to be granted by the Company to such Director or (iv) Common
Stock received or to be received by such Director pursuant to the exercise of
such options or otherwise.


 


2.6          “Change in Capitalization” has
the meaning set forth in Section 4.1 of Article 4.


 


2.7          “Common Stock”
shall mean the common stock, par value $0.01 per share, of the Company, or any
other securities or property into which such stock may be converted or
exchanged.


 


2.8          “Company”
shall mean Virgin Media Inc.


 


2.9          “Deferral Amount”
shall mean the Cash Compensation elected by a Director to be deferred in a Plan
Year.


 

















 


2.10        “Deferral Election” shall
mean a Director’s timely election of a Deferral Amount pursuant to Article 3.


 


2.11        “Deferral Period” shall
mean the period commencing on the Allocation Date and ending on the date of the
Director’s Termination.


 


2.12        “Director”
shall mean each member of the Board who is not an executive officer or employee
of the Company or any of its subsidiaries.


 


2.13        “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


2.14        “Fair Market Value”
on any date means (i) with respect to Common Stock, the average of the
highest and lowest reported sales prices, regular way, of Common Stock in
transactions reported on the Nasdaq Global Select Market on such date, or if no
sales of Common Stock are reported on the Nasdaq Global Select Market for such
date, the comparable average sales price for the last previous day for which
sales were reported on the Nasdaq Global Select Market or the value of a share
of Common Stock for such date as established by the Committee using any other
reasonable method of valuation, and (ii) with respect to any other
property, the fair market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee.


 


2.15        “Payment Method” has
the meaning set forth in Section 5.2 of Article 5.


 


2.16        “Plan” shall
mean this Virgin Media Inc. Deferred Compensation Plan for Directors, as such
Plan may be amended from time to time.


 


2.17        “Plan Administrator”
shall mean the Compensation Committee of the Board or such other committee of
Directors designated by the Board; provided, however, the
Committee shall consist of at least two Directors, each of whom shall be a “nonemployee
director” within the meaning of Rule 16b-3 promulgated under the Exchange
Act.  For purposes of the preceding
sentence, if one or more members of the Committee is not a nonemployee Director
but recuses himself or herself or abstains from voting with respect to a
particular action taken by the Committee, then the Committee, with respect to
that action, shall be deemed to consist only of the members of the Committee
who have not recused themselves or abstained from voting.


 


2.18        “Plan Year”
shall mean each calendar year or, in respect of 2008, part calendar year, with
the first partial plan year beginning October 1, 2008.


 


2.19        “Stock Unit Account”
shall mean a memorandum account established on the books of the Company on
behalf of a Director, to which shall be credited a number of Stock Units
pursuant to Section 4.1 of Article 4.


 


2.20        “Stock Unit Account Balance” shall
have the meaning set forth in Section 4.1 of Article 4.


 


2.21        “Stock Units”
shall mean units credited to a Director’s Stock Unit Account, with one Stock
Unit having a value on any date equal to the Fair Market Value of one share of
Common Stock on such date.


 

















 


2.22        “Termination”
shall mean termination of a Director’s service as a member of the Board for any
reason, including by reason of death or disability.


 


ARTICLE 3

Deferral Elections of Cash Compensation


 


3.1          Deferral Election.   Each Director may elect to have the payment of
all or any portion of his or her Cash Compensation for a Plan Year deferred
pursuant to the Plan.  Each Deferral
Election shall be made on a deferral election form attached hereto and shall
specify (i) the Deferral Amount and (ii) the Payment Method (as
defined in Section 5.2).


 


3.2          Timing of Deferral Elections.  Deferral Elections in respect of Cash
Compensation payable to a Director for services rendered in a Plan Year shall
be timely if made on or before December 31st of
the preceding year (or, in the case of 2008, on or before October 1,
2008); provided, however, that with respect to new Directors,
Deferral Elections in respect of Cash Compensation subsequently payable in the
Plan Year in which they become a Director for services to be performed after
such election shall be timely if made within 15 days after becoming a Director.


 


3.3          Renewal of Payment Commencement and
Payment Method Elections.  Once a Deferral Election (including
designation of the portion of the Director’s fees to be deferred, the Payment
Commencement Date and the Payment Method) has been made, it will be
automatically applied to Director’s fees earned in all subsequent calendar
years unless the Director changes or revokes such election prior to the
commencement of such subsequent calendar year. 
Each such change or revocation must be submitted to the Secretary of the
Company in writing.


 


3.4          Irrevocability.  Subject to Section 3.3 above, a Deferral
Election, once made, shall be irrevocable.


 


ARTICLE 4

Treatment of Deferral Amounts


 


4.1          Stock Unit Account.


 


(a)           Allocations.  In the event a Director elects to have all or
a portion of the Cash Compensation otherwise payable to the Director credited
to such Director’s Stock Unit Account, the number of Stock Units that will be
credited to the Director’s Stock Unit Account as of each Allocation Date shall
be equal to (A) the aggregate Cash Compensation with respect to which the
election has been made and that would otherwise have been paid with respect to
the calendar quarter ending on the Allocation Date, converted into U.S. Dollars
based on the average exchange rate of the three month ends in the quarter in
which the services corresponding to the Deferral Amount have been
performed,  divided by (B) the Fair
Market Value of a share of Common Stock on the Allocation Date.


 


(b)           Dividends.  In the event of a dividend payable in stock
or an extraordinary cash dividend, credits (dividend equivalents) will be made
to each Director’s Stock Unit Account as follows:


 

















 


(i)            in
the case of an extraordinary cash dividend, or a dividend of stock of the
Company (other than Common Stock) or other property, additional credits will be
made to the Stock Unit Account consisting of a number of Stock Units equal to
the number determined by dividing (A) the cash amount of such dividend per
share (or the fair market value, on the date of payment, of dividends per share
paid in such stock or other property), multiplied by the aggregate number of
Stock Units credited to such Stock Unit Account on the record date for the
payment of such dividend by (B) the Fair Market Value of a share of Common
Stock on the date such dividend is payable to holders;


 


(ii)           in
the case of a dividend consisting of Common Stock, the Stock Unit Account will
be credited with a number of Stock Units equal to the number of Stock Units in
such account on the record date for the payment of such dividend multiplied by
the number of shares of Common Stock paid per share of Common Stock in such
dividend;


 


(iii)          The credits or dividend equivalents made to each Director’s
Stock Unit Account will not include amounts reflecting regularly
quarterly cash dividends.


 


(c)           In the event of any
Change in Capitalization, the Plan Administrator in good faith shall take such
action as it deems necessary to preserve the economic value of each Director’s
Stock Unit Account immediately prior to the Change in Capitalization to reflect
the impact of the Change in Capitalization on the Common Stock, including
without limitation the making of equitable adjustments to the number of Stock
Units credited to the Stock Unit Account and the number and kind of securities
or other property deemed to be represented by Stock Units held in the Stock
Unit Account.  For purposes of this Section 4.1(c),
“Change in Capitalization” shall mean any increase or reduction in the
number of shares of Common Stock, or any change in such shares or exchange of
such shares for a different number or kind of shares or other securities of the
Company or another corporation, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, spin-off, split-up,
issuance of warrants or rights or debentures, stock dividend, stock split or
reverse stock split, combination or exchange of shares, repurchase of shares,
change in corporate structure or otherwise. 
(The actual deferrals plus adjustments pursuant to Sections 4.1(b) and
4.1(c) are collectively referred to herein as the “Stock Unit Account
Balance”).


 


(d)           All fractional Stock Units to which a
Director is entitled shall be rounded to the nearest tenth of a share.


 


4.2          Vesting.  A Director shall be fully (100%) vested in
his or her Stock Unit Account Balance at all times.


 


ARTICLE 5
  Payment


 


5.1          Payment
Upon End of Deferral Period.   With respect to any Deferral Election,
payment of a Director’s Stock Unit Account attributable to such Deferral
Election shall be made following the end of the applicable Deferral Period at
the time and in the manner set forth in this Article 5.


 

















 


5.2          Payment
Method.   Payment of
amounts credited to a Director’s Stock Unit Account shall be made in accordance
with the Payment Method elected by the Director in the applicable Deferral
Election.  For purposes of this Plan, “Payment
Method” shall mean, with respect to payments of amounts credited to a
Director’s Stock Unit Account pursuant to a Deferral Election, either (i) a
lump sum payment on the 15th day of the calendar month following the end of the
applicable Deferral Period (or if such day is not a business day, the next
business day following such 15th day) or (ii) a number of annual
installments (not exceeding 5) specified by the Director in his or her Deferral
Election, with (x) the first installment to be paid on the 15th day of the
calendar month following the end of the applicable Deferral Period and (y) installments
subsequent to the first installment to be paid on the 15th day of such calendar
month of each succeeding calendar year (or, in each of (x) and (y), if
such day is not a business day, the next business day following such 15th day). 
Deferred amounts held pending distribution shall continue to be subject
to adjustments, as provided in Sections 4.1(b),
and 4.1(c), respectively.


 


5.3          Amount of Payment.


 


(a)           Lump
Sum Payment.   If a Director elects a lump sum
payment with respect to a Deferral Election, such payment shall, at the sole
discretion of the Plan Administrator (subject to Section 8.1), consist of
either (i) cash equal to the Fair Market Value of that portion of the
Director’s Stock Unit Account Balance which is attributable to such Deferral
Election as of the day preceding distribution; or (ii) a number of shares
of Common Stock equal to the number of Stock Units allocated to that portion of
the Director’s Stock Unit Account which is attributable to such Deferral
Election as of the day preceding distribution.


 


(b)           Installment
Payments.   If a Director
elects annual installments with respect to a Deferral Election, each
installment payment shall at the sole discretion of the Plan
Administrator (subject to Section 8.1), consist of either (i) cash equal to the Fair Market Value
of that portion of the Director’s Stock Unit Account Balance which is
attributable to such Deferral Election as of the day preceding distribution
or (ii) a number of
shares of Common Stock equal to the number of Stock Units allocated to that
portion of the Director’s Stock Unit Account which is attributable to such
Deferral Election, such number of Stock Units as of the day preceding
the installment payment divided by the number of remaining installments to be
made (including the installment being paid) as of the day preceding
distribution.


 


5.4          Accelerated
Payment in the Event of Death.  Notwithstanding any other provision of the
Plan, in the event a Director dies prior to receiving distribution of his or
her entire Stock Unit Account, payments shall be made to the Beneficiary or, if
applicable, to the estate of the Director, in accordance with the applicable
Beneficiary Designation Form.  The
Company shall pay to the Beneficiary or, if applicable, to the estate of the
Director within thirty (30) days following the Director’s date of death, at the sole discretion of the Plan
Administrator (subject to Section 8.1), either (i) cash equal
to the Fair Market Value of that portion of the Director’s Stock Unit Account
Balance which is attributable to such Deferral Election as of the day preceding
distribution or (ii) a number of shares of Common Stock equal to the
number of Stock Units allocated to that portion of the Director’s Stock Unit
Account which is attributable to such Deferral Election as of the day preceding
distribution.


 

















 


5.5          Acceleration
Event.  
Notwithstanding any other provision of the Plan, upon an Acceleration
Event, which constitutes a change in the ownership or effective control of the
Company or in the ownership of a substantial portion of the assets of the Company
under Section 409A of the Internal Revenue Code of 1986, as amended, the
Company shall pay to each Director within thirty (30) days following the
Acceleration Event, at the
sole discretion of the Plan Administrator (subject to Section 8.1), either
(i) cash equal to the Fair Market Value of that portion of the
Director’s Stock Unit Account Balance which is attributable to such Deferral
Election as of the day preceding distribution or (ii) a number of shares
of Common Stock equal to the number of Stock Units allocated to that portion of
the Director’s Stock Unit Account which is attributable to such Deferral
Election as of the day preceding distribution.


 


5.6          Exception for Section 16 of the
Exchange Act.  Notwithstanding
any other provision of the Plan, no payment shall be made pursuant to the Plan
if such payment would subject a Director to liability under Section 16 of
the Exchange Act, and any such payment shall be delayed until the first date on
which such payment may be made without subjecting the Director to such
liability.


 


ARTICLE 6

Administration


 


6.1          General Powers and
Responsibilities of Plan Administrator  The Plan Administrator
shall have full authority to construe and interpret the terms and provisions of
the Plan, and to adopt, alter and repeal such administrative rules, guidelines
and practices governing the Plan and perform all acts as it shall, from time to
time, deem advisable, and otherwise to supervise the administration of the
Plan.  The Plan Administrator may correct
any defect, supply any omission or reconcile any inconsistency in the Plan, or
in any Deferral Election hereunder, in the manner and to the extent it shall
deem necessary to effectuate the Plan. 
Any decision, interpretation or other action made or taken in good faith
by or at the direction of the Plan Administrator in connection with the Plan
shall be in the sole and absolute discretion of the Plan Administrator and
shall be final, binding and conclusive. 
A Director shall not participate in any decision involving a request
made by him or her or relating in any way to his or her rights, duties, and
obligations as a participant in the Plan (unless such decision relates to all
Directors generally and in a similar manner).


 


6.2          Liability and
Indemnification of Plan Administrator.  The Plan
Administrator shall not be liable for any action, failure to act, determination
or interpretation made in good faith with respect to this Plan or any
transaction hereunder, except for liability arising from his or her own willful
misfeasance, gross negligence or reckless disregard of his or her duties.  The Company hereby agrees to indemnify the
Plan Administrator for all costs and expenses and, to the extent permitted by
applicable law, any liability incurred in connection with defending against,
responding to, negotiating for the settlement of or otherwise dealing with any
claim, cause of action or dispute of any kind arising in connection with any
actions in administering this Plan or in authorizing or denying authorization
to any transaction hereunder.


 

















 


ARTICLE 7

Amendment or Termination of the Plan


 


The  Company, by action of
the Board, may amend, modify or terminate the Plan in whole or in part at any
time and for any reason without prior notice to or consent of any Director; provided,
however, that no
amendment, modification or termination of the Plan shall reduce a Director’s
Stock Unit Account Balance, or change a previously specified Deferral Election
as of the date of such amendment, modification or termination.


 


ARTICLE 8

Miscellaneous


 


8.1          Shares Subject to Plan.  Shares of Common
Stock distributed to Directors under this Plan shall be made from the aggregate
number of shares of Common Stock reserved for issuance under the Virgin Media
Inc. 2006 Stock Incentive Plan (or any successor plan thereto), provided that
the Committee has, prior to the date of distribution, made a Share Award (as
such term is defined in the 2006 Stock Incentive Plan) in respect of such
distribution.


 


8.2          Nonassignability.  Neither a Director
nor any other person shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate,
alienate or convey in advance of actual receipt, any amount payable under the
Plan.  All amounts payable under the Plan,
and all rights to such amounts, are expressly declared to be unassignable and
non-transferable.  In the case of a
Director’s death, payments due under this Plan shall be made in accordance with
Section 5.4.


 


8.3          Designation
of Beneficiary.   Each Director at the time he or she completes
a Deferral Election shall designate a beneficiary (a “Beneficiary”) and
a contingent Beneficiary to whom benefits hereunder are to be paid if the
Director dies prior to receiving his or her entire Stock Unit Account Balances.  A Director may change his or her Beneficiary
designations at any time by filing a revised Beneficiary designation form with
the Plan Administrator or such other individual or entity designated by the
Plan Administrator.  If a Director fails
to designate a Beneficiary as provided above, or if all designated
Beneficiaries predecease the Director, the Company shall pay the Stock Unit
Account Balances to the estate of the Director.


 


8.4          Incapacity.    In the event benefits become payable under the
Plan after a Director becomes incapacitated, such benefits shall be paid to the
Director’s legal guardian or legal representative pursuant to the applicable
provisions of Article 5.


 


8.5          No
Right To Continued Service.   The terms and conditions
of the Plan shall not be deemed to establish, constitute or be evidence of a
right of any Director to remain in service as a member of the Board.


 


8.6          No
Right of a Shareholder.   Directors shall have none of the rights of
shareholders of the Company by reason of their participation in the Plan.


 

















 


8.7          Tax
Withholding.  The
Company or the Plan Administrator shall have the right to withhold from any
payment hereunder amounts sufficient to satisfy all foreign, Federal, state,
local, or other withholding tax requirements.


 


8.8          Expenses.   The Company will bear all
expenses incurred in administering this Plan and no part thereof shall be
charged against any Director’s Stock Unit Account or any amounts distributable
hereunder.


 


8.9          Unsecured
General Creditor.  Directors shall have no legal or equitable
rights, interest or claims in any property or assets of the Company.  For purposes of the payment of benefits under
the Plan, any and all of the Company’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Company.  The Company’s obligations under the Plan
shall be merely that of an unfunded and unsecured promise to pay money and
stock in the future.


 


8.10        Successors.   The
terms and conditions of the Plan and each Deferral Election shall inure to the
benefit of and bind the Company and the Directors, and their successors,
assigns, and personal representatives.


 


8.11        Governing Law.  The provisions of
the Plan shall be construed and interpreted according to the laws of the State
of Delaware without giving effect to conflict of laws principles thereof.


 


Adopted by the
Board of Directors:  December 11, 2008


 

















 


VIRGIN MEDIA INC. DEFERRED COMPENSATION PLAN


FOR NON-EMPLOYEE DIRECTORS


 


DEFERRAL ELECTION FORM


 


	
  Name
  (print)

  	
   

  	
   

  	
  Social
  Security Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Home Address

  	
   

  	
   

  	
  Today’s Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


In accordance with the
Virgin Media Inc. Deferred Compensation Plan for Directors, the undersigned
hereby elects, with respect to Cash Compensation to be paid in the _______ Plan
Year and each Plan Year until such election is revoked pursuant to Section 3.3
of the Plan, to (i) defer the percentage of Cash Compensation specified
herein and (ii) receive distributions of such deferred Cash Compensation
in the form specified herein. 
Capitalized terms used in this form shall have the same meaning as in
the Plan.


 


I.              DEFERRAL AMOUNT


 


I hereby elect to defer _______%
of my Cash Compensation for the _______ Plan Year and each Plan Year until such
election is revoked pursuant to Section 3.3 of the Plan.  Cash Compensation includes the annual
retainer fees, committee fees, and meeting fees payable to a Director in such
Plan Year for services rendered in such Plan Years.  For the avoidance of doubt, “Cash
Compensation” shall not include (i) amounts paid for the reimbursement of
expenses, (ii) tax equivalents paid for the account of a Director, (iii) stock
options granted or to be granted by the Company to such Director or (iv) Common
Stock received or to be received by such Director pursuant to the exercise of
such options or otherwise.


 


II.            PAYMENT METHOD


 


The available payment
options are (i) a lump sum payment on the fifteenth (15) day of the
calendar month following the end of the applicable Deferral Period (or if such
day is not a business day, the next business day following such 15th day) or (ii) a number of annual
installments (not exceeding 5) with the first installment to be paid on the
fifteenth (15) day of the calendar month following the end of the applicable
Deferral Period and subsequent installments to be paid on the anniversaries of
the initial installment (or if such day is not a business day, the next
business day following such 15th day). 
At the discretion of the Plan Administrator payments will be made in
cash or Common Stock.


 


I elect that all of my
Cash Compensation deferred with respect to the applicable Plan Year (plus
earnings) will be distributed as follows (subject to provisions of the Plan
relating to payments in the event of death or upon an Acceleration Event of the
Company):


 

















 


	
  (choose one)

  	
   

  	
  o  (A)               A lump sum payment on the
  fifteenth (15) day of the calendar month following the end of the applicable
  Deferral Period (or if such day is not a business day, the next business day
  following such 15th day).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o  (B)                Annual installments for ________
  years (please specify a number from 2 through 5) commencing on the fifteenth
  (15) day of the calendar month following the end of the applicable Deferral
  Period (or if such day is not a business day, the next business day following
  such 15th day).

  



 


III.           DESIGNATION OF BENEFICIARY


 


I hereby designate as my
Beneficiary:


 


	
  Name:
  ________________________________________________________________

  
	
   

  
	
  Address:
  ______________________________________________________________

  
	
   

  
	
  ______________________________________________________________________

  
	
   

  
	
  Relationship to director: __________________________________________________

  



 


I hereby designate as my
contingent Beneficiary:


 


	
  Name:
  ________________________________________________________________

  
	
   

  
	
  Address:
  ______________________________________________________________

  
	
   

  
	
  ______________________________________________________________________

  
	
   

  
	
  Relationship to director: __________________________________________________

  



 


Please return this
completed form to Sandy Barnet by fax at 212 752-1157 or by c/o Virgin Media
Inc., 909 Third Avenue, Suite 2863, New York, NY 10022.