8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

___________________________________

June 1, 2007

Date of Report

May 16, 2007

Date of Earliest Event Reported

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Virgin Media Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	000-50886 (Commission File Number)	59-3778427 (IRS Employer Identification No.)
909 Third Avenue Suite 2863 New York, New York  10022 (Address of principal executive offices) (Zip Code)

(212) 906-8440

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 16, 2007, Virgin Media Inc. (the “Company”), at a meeting of its Compensation Committee, granted stock options and restricted stock units to its executive officers and other key employees of the Company and its subsidiaries.  The grants comprise the Company’s long-term incentive program in respect of its 2007 through 2009 fiscal years.  The Company intends that these awards, which were granted pursuant to its 2006 Stock Incentive Plan (the “Plan”), will motivate and retain its executive officers and other key employees of the Company and its subsidiaries and will provide them with the financial incentive to engage in high levels of performance and thereby increase the value of the Company to its shareholders.

The aggregate value of the stock options granted to each award recipient is equal to fifty percent of his or her current annual base salary.  The value of the options was determined using the Black-Scholes method, and the per-share exercise price is equal to the fair market value per share of the Company’s common stock on the date of grant, in accordance with the Plan.  The options have a ten-year term and will vest, subject to continued employment, in twenty percent increments on each of January 1, 2008, 2009, 2010, 2011 and 2012, subject to accelerated vesting in the event of a change in control of the Company.

Each restricted stock unit represents a contractual right to receive, upon vesting, one share of common stock of the Company or cash equal to the value of one share of common stock on the vesting date (at the Company’s option).  The restricted stock units will vest if (1) the Company meets certain performance goals based on its long-term model in respect of the period from January 1, 2007 through December 31, 2009 and (2) the award recipient remains continuously employed by the Company or any of its subsidiaries through the payment date, which will be not later than April 30, 2010.  Each restricted stock unit agreement establishes a minimum level of performance below which no restricted stock units will vest, an intermediate level of performance at which half of the restricted stock units (with a value of 50% of base salary (based on the value of the restricted stock units on the grant date)) will vest, and a maximum level of performance at which all of the restricted stock units (with a value of 100% of base salary (based on the value of the restricted stock units on the grant date)) will vest.  Between these thresholds, vesting will be extrapolated on a linear basis.  If the award recipient’s employment terminates prior to the payment date, the restricted stock units will be forfeited.  The vesting of the restricted stock units will not accelerate in the event of a change in control of the Company.

Options to purchase an aggregate of 2,139,145 shares of common stock and an aggregate of 1,232,782 restricted stock units were awarded to approximately 102 award recipients.  Awards will be made in the future to employees who are not executive officers of the Company, but these awards are not expected to be material (individually or in the aggregate).

The following chart lists the number of stock options and restricted stock units granted to executive officers of the Company.

Name of Executive	Number of Stock Options	Number of Restricted Stock Units
Neil A. Berkett Chief Operating Officer	59,860	34,496
Robert C. Gale Vice President—Controller	24,425	14,074
Bryan H. Hall Secretary and General Counsel	45,070	25,974
Jacques D. Kerrest Chief Financial Officer	46,480	26,786
Malcolm Wall Chief Executive Officer of the Content Division	49,295	28,410

The foregoing summary is qualified in its entirety by the text of the applicable grant agreements, copies of which are attached as exhibits to this report.

Item 9.01.  Exhibits

Exhibit	Description
10.1	Form of Incentive Stock Option Notice
10.2	Form of Non-qualified Stock Option Notice
10.3	Form of Restricted Stock Unit Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  June 1, 2007

VIRGIN MEDIA INC.
By:	/s/  Bryan H. Hall
	Name:   Bryan H. Hall
	Title:     Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Form of Incentive Stock Option Notice
10.2	Form of Non-qualified Stock Option Notice
10.3	Form of Restricted Stock Unit Agreement

EX-10.1

Exhibit 10.1

INCENTIVE 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 intended to qualify as an Incentive Stock Option under U.S. tax laws and the Company will treat it as such to the extent permitted by applicable law.

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.  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 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 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

EX-10.2

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

EX-10.3

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]