jl8kex10-3.htm


    Exhibit
      10.3

    VIRGIN
      MEDIA INC.

     

    
      RESTRICTED
        STOCK UNIT AGREEMENT

    

     

     


    THIS
      AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2007 (“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 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,
      2009 are filed with the SEC but shall not, in any event, be a date later than
      April 30, 2010.  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:  
Stephen
              A.
              Burch	 
	 	 	Title:    
              President and Chief Executive Officer	 
	 	 	 





    ACCEPTED
      AND AGREED

     

    


    By:           ______________________________

    Name:      [NAME]