jl8kex10_2.htm


    Exhibit
      10.2

    


    NON-QUALIFIED
      STOCK OPTION NOTICE

    


    


    


    


    


    [NAME]

    [RESIDENTIAL
      ADDRESS]

    


    


    


    


    


    This
      Option Notice (the "Notice”) dated as of May 16, 2007 (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 $24.36 per share.  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, 2008 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.

    


    3.  Exercise
      Period.   Generally, this Option may not be
      exercised unless you are at the time of exercise an employee of the Company,
      a
      subsidiary corporation or a parent corporation and unless you have remained
      continuously so employed since the Grant Date. This Option shall stop vesting
      immediately upon the termination of your employment and 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)
      May 15, 2017.

    


    4.  Condition
      to Exercise.  This Option may not be exercised in any
      circumstances unless and until the Company is satisfied that 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.

    


    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 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:  
              Stephen A. Burch	 
	 	 	Title:    
              President and Chief Executive Officer