Form of Non-Qualified Stock Option Notice for NEDs under 2010 SIP



 Exhibit 10.31 
 NON-QUALIFIED STOCK OPTION NOTICE 
 [NAME] 

[ADDRESS] 
 This Option Notice (the
“Notice”) dated as of [GRANT DATE] (the “Grant Date”) is being sent to you by Virgin Media Inc. (including any successor company, the “Company”). As you are presently serving as a director of Virgin Media Inc. or one of
its subsidiary corporations, in recognition of your services and pursuant to the Virgin Media Inc. 2010 Stock Incentive Plan (the “Plan”), the Company has granted you the Option provided for in this Notice (the “Option”). The
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 $[EXERCISE PRICE] per share (the “Option”). The Option is not intended to qualify as an incentive stock option under US tax laws and is not intended to qualify as an approved option under UK tax
laws. 
 2. Vesting. The Option shall vest as to 100% of the shares covered thereby on [VESTING DATE], provided that you continue
as a director of the Company on such vesting date, except that for a director whose term expires at the next annual meeting of stockholders and who does not stand for re-election or wishes to retire, vesting will accelerate to the date of the
Company’s next annual meeting of stockholders if that date is prior to [MEETING DATE]. Upon an Acceleration Event the Option, to the extent not yet vested, shall become 100% vested. 
 3. Exercise Period. The Option shall stop vesting immediately upon the termination of your services as a director of the Company and any portion of the Option that is not vested at the time
of such termination shall immediately be forfeited and cancelled. Your right to exercise that portion of the Option that is vested at the time of such termination shall terminate on the earlier of the following dates: (a) three months after the
discontinuance of your services as a director of the Company other than for Cause; (b) one year after your termination resulting from your retirement, disability or death; (c) the date on which your services are terminated for Cause; or
(d) [FINAL MATURITY DATE]. 
 4. Manner of Exercise. The Option may be exercised by delivery to the Company of a
notice in the form attached signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified or bank check 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 or
duty payable and arising by reason of the exercise of the Option). 
 5. Transferability. Neither the Option nor any interest in
the Option may be transferred other than by will or the laws of descent or distribution and the Option may be exercised during your lifetime only by you or your guardian or legal representative. 

 

			
	VIRGIN MEDIA INC.
		
	By:	 	  

	Name:	 	
	Title: