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

Date of report (Date of earliest event reported): September 15, 2009

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation) File No. 000-50886 (Commission File Number) 59-3778247 (IRS Employer Identification No.)  

909 Third Avenue, Suite 2863, New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including Area Code:  (212) 906-8440

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))

TABLE OF CONTENTS

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

Item 9.01.  Financial Statements and Exhibits.

SIGNATURES

Exhibit 10.1

Exhibit 10.2

Exhibit 10.3

Exhibit 10.4

Exhibit 10.5

Exhibit 10.6

Exhibit 99.1

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

Appointment of New Chief Financial Officer

On September 16, 2009, Virgin Media Inc. (the “Company”) appointed Eamonn O’Hare to serve as its new Chief Financial Officer (“CFO”). The Company anticipates that Mr. O’Hare will assume the position of CFO on or shortly after November 6, 2009. From that time, Mr. O’Hare will serve as the principal financial officer of the Company.

Mr. O’Hare, age 45, has served as the UK finance director for the retailer Tesco plc since 2005. Prior to joining Tesco plc, Mr. O’Hare served as chief financial officer of Energis Communications Limited, a U.K. telecommunications company, from 2002 to 2005. Mr. O’Hare previously held senior finance and general management positions at PepsiCo’s international divisions.

In connection with his appointment as CFO, Virgin Media Limited, an indirect wholly-owned subsidiary of the Company, entered into an employment agreement with Mr. O’Hare (the “Service Agreement”) on September 16, 2009.  Pursuant to the Service Agreement, Mr. O’Hare joined the Company on an interim basis as its Senior Vice President, Finance on the date of the Service Agreement.

The Company has agreed to provide Mr. O’Hare with the following compensation and benefits at such time as he assumes his full-time responsibilities:

● a base salary of £490,000 per year;

● participation in the Company’s variable annual bonus scheme (with a bonus entitlement of 0 – 200% of base salary (100% on target), subject to the terms of the Company’s annual bonus scheme, including the personal performance multiplier) and the Company’s long term incentive plans;

● a car allowance of £12,500 per year;

● a Company contribution of up to 20% of base salary to the group pension plan, and life insurance in accordance with the Company’s policies as in effect from time to time;

● private medical and dental coverage, salary continuance insurance or long-term disability insurance, and personal accident insurance; and

● tax planning advice up to a maximum cost to the Company of £15,000 per year.

Mr. O’Hare’s compensation will be pro-rated on the basis set forth in the Service Agreement for the period prior to his assumption of full-time responsibilities.

The Company has agreed to grant Mr. O’Hare options to purchase 390,000 shares of common stock of the Company, of which options to purchase 78,000 shares of common stock will vest on the anniversary of his date of commencement of full-time employment as CFO in each of 2010, 2011, 2012, 2013 and 2014, subject to achievement of annual personal performance objectives determined by the Company’s Chief Executive Officer and Compensation Committee. Upon the occurrence of a change in control of the Company and Mr. O’Hare’s termination by the Company without cause or his resignation for good reason, these options will automatically become fully vested.

The Company has also agreed to grant Mr. O’Hare 280,000 shares of restricted stock pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan, which will vest as follows: 105,000 shares vesting on the first anniversary of the date of commencement of part-time employment; 50,000 shares vesting on each of the second and third anniversaries of that date; and 75,000 shares cliff vesting on the third anniversary of the date of commencement of full-time employment as CFO, subject to the same performance conditions as provided in the Company’s 2009-2011 Long Term Incentive Plan (the “LTIP”). Mr. O’Hare will further participate in the Company’s LTIP with an entitlement determined on the basis of five-sixths of his salary.

The options, restricted stock and rights under the Company’s LTIP are subject to the terms of those instruments and the Virgin Media Inc. 2006 Stock Incentive Plan.

The Service Agreement has been entered into for an indefinite term and is terminable by either party upon twelve months notice. The Service Agreement provides for severance in the form of advance notice. Mr. O’Hare may be required to work during this period or the Company may make a payment or payments in lieu of notice. Upon termination for cause, Mr. O’Hare will be entitled to earned but unpaid salary and benefits.

Mr. O’Hare is subject to customary confidentiality and non-competition covenants. He is also subject to customary non-competition, non-solicitation and non-poaching covenants for one year following termination of his employment.

There are no understandings or arrangements between Mr. O’Hare and any other person pursuant to which Mr. O’Hare was selected as an officer of the Company. Mr. O’Hare does not have any family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.  There are no transactions in which Mr. O’Hare has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A press release issued by the Company on September 17, 2009, announcing the appointment of Mr. O’Hare as CFO, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The foregoing summary does not purport to be complete and is qualified in its entirety by the text of the applicable agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively, and are incorporated herein by reference.

Third Amendment and Restatement of Bryan H. Hall’s Employment Agreement.

The Company has entered into a Third Amended and Restated Employment Agreement, dated as of September 15, 2009, with Bryan H. Hall (the “Third Amended Employment Agreement”), pursuant to which Mr. Hall will continue to serve as the General Counsel of the Company.

The Third Amended Employment Agreement supersedes and replaces in its entirety all prior employment agreements to which Mr. Hall and the Company are party, including the Second Amended and Restated Employment Agreement, dated as of August 4, 2008 (the “2008 Agreement”).  The 2008 Agreement was scheduled to expire at the end of 2009.  The material terms of the Third Amended Employment Agreement follow those of the 2008 Agreement (as described in the Company’s 2009 proxy statement) in all material respects, except as noted below.

Pursuant to the Third Amended Employment Agreement, the Company extended Mr. Hall’s term of employment to January 1, 2011. The Company also granted Mr. Hall options to purchase 100,000 shares of common stock of the Company.  These options will vest on December 31, 2010, subject to their terms and the Virgin Media Inc. 2006 Stock Incentive Plan.  Upon the occurrence of a change in control of the Company and Mr. Hall’s termination by the Company without cause or his resignation for good reason, these options will automatically become fully vested.

The foregoing summary does not purport to be complete and is qualified in its entirety by the text of the applicable agreements, which are attached hereto as Exhibits 10.5 and 10.6 respectively, and are incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)        Exhibits

                10.1   Service Agreement, dated as of September 16, 2009, between Virgin Media Limited and Eamonn O’Hare.

10.2 Non-Qualified Stock Option Notice, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O’Hare.

10.3 Restricted Stock Agreement, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O’Hare.

10.4 Restricted Stock Agreement, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O’Hare.

10.5 Third Amended and Restated Employment Agreement, dated as of September 15, 2009, between Virgin Media Inc. and Bryan H. Hall.

10.6 Incentive Stock Option Notice, dated as of September 15, 2009, between Virgin Media Inc. and Bryan H. Hall.

99.1        Press release, dated September 17, 2009, issued by Virgin Media Inc.

SIGNATURES

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

Date: September 18, 2009	VIRGIN MEDIA INC.
	By:	/s/ Bryan H. Hall
		Bryan H. Hall Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Service Agreement, dated as of September 16, 2009, between Virgin Media Limited and Eamonn O’Hare.
10.2	Non-Qualified Stock Option Notice, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O’Hare.
10.3	Restricted Stock Agreement, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O’Hare.
10.4	Restricted Stock Agreement, dated as of September 16, 2009, between Virgin Media Inc. and Eamonn O’Hare.
10.5	Third Amended and Restated Employment Agreement, dated as of September 15, 2009, between Virgin Media Inc. and Bryan H. Hall.
10.6	Incentive Stock Option Notice, dated as of September 15, 2009, between Virgin Media Inc. and Bryan H. Hall.
99.1	Press release, dated September 17, 2009, issued by Virgin Media Inc.

EX-10.1

Exhibit 10.1

Dated 16th September 2009

VIRGIN MEDIA LIMITED

and

EAMONN O’HARE

SERVICE AGREEMENT

Virgin Media Limited

160 Great Portland Street

London

W1W 5QA

CONTENTS

Clause		Page
1	DEFINITIONS AND INTERPRETATION	2

2	TERM OF EMPLOYMENT	2
3	DUTIES	3
4	HOURS OF WORK	4
5	GRATUITIES	4
6	CODES OF CONDUCT	4
7	REMUNERATION	5
8	PENSION SCHEME	6
9	OTHER BENEFITS	7
10	COMPANY CAR ALLOWANCE	8
11	EXPENSES	8
12	ANNUAL LEAVE	8
13	ILLNESS	9
14	RESTRICTIONS DURING EMPLOYMENT	9
15	INTELLECTUAL PROPERTY	10
16	CONFIDENTIALITY	10
17	DATA PROTECTION	11
18	DEDUCTIONS FROM SALARY	12
19	HEALTH AND SAFETY	12
20	ENTITLEMENT TO WORK IN THE UK	13
21	MONITORING	13
22	TERMINATION OF EMPLOYMENT	13
23	SUSPENSION AND GARDEN LEAVE	15
24	TERMINATION AND RETURN OF COMPANY PROPERTY	16
25	RECONSTRUCTION OR AMALGAMATION	16
26	RESTRICTIONS AFTER EMPLOYMENT	16
27	SEVERABILITY	19
28	THIRD PARTIES	20
29	NOTICES	20
30	STATUTORY INFORMATION	20
31	MISCELLANEOUS	20
32	CHANGES TO TERMS AND CONDITIONS	21
	SCHEDULE 1  Restricted stock and options	22
	SCHEDULE 2  Statement Of Particulars Pursuant To The Employment Rights Act 1996	23
	SCHEDULE 3  Certificate of Compliance	24

THIS DEED is made on 16th September 2009

BETWEEN:

(1)   Virgin Media Limited whose registered office is at 160 Great Portland Street, London, W1W 5QA (the “Company”); and

(2)   Eamonn O’Hare, (the “Executive”).

RECITAL

The Company shall employ the Executive and the Executive shall serve the Company as Chief Financial Officer on the following terms and subject to the following conditions (the “Agreement”):

NOW THIS DEED WITNESSES:

1   DEFINITIONS AND INTERPRETATION

1.1   In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:

“Board”

the board of directors from time to time of any Group Company as the case may be (including any committee of the board duly appointed by it);

“Compensation Committee”

the Compensation Committee of Virgin Media Inc.;

“Garden Leave”

any period during which the Company has exercised its rights under clause 23.2;

 “Group”

the Company, its holding company (as defined in Section 736 of the Companies Act 1985) (including, without limitation, Virgin Media Inc.) and its group undertakings (as defined in Sections 258 and 259 of the Companies Act 1985) from time to time and “Group Company” means any one of them;

“Parent”

Virgin Media Inc., a Delaware corporation, and any successor thereto.

1.2   Any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment of it.

1.3   The headings in this Agreement are for convenience only and shall not affect its construction or interpretation.

1.4   References in this Agreement to a person include a body corporate and an incorporated association of persons and references to a company include any body corporate.

1.5   Where appropriate, references to the Executive include his personal representatives.

2   TERM OF EMPLOYMENT AND INITIAL PERIOD

2.1   The employment of the Executive shall be deemed to have commenced on a date to be confirmed and (subject to termination as provided below) shall be for an indefinite period terminable by either party giving to the other 12 months notice in writing.

2.2 Notwithstanding clause 2.1 above the employment of the Executive shall automatically terminate on the day when the Executive reaches age 65.

2.3 The Executive represents and warrants that he is not bound by or subject to any contract, court order, agreement, arrangement or undertaking which in any way restricts or prohibits him from entering into this Agreement or performing his duties under it and undertakes to indemnify the Company against any claims, costs, damages, liabilities or expenses which the Company may incur as a result of any claim that he is in breach of any such obligations.

2.2   The provisions of this Clause 2.2 shall apply and modify the terms on which the Executive is employed by the Company from the date the employment commences under this Agreement until the date falling 5 business days after notice given by the Executive to the Company (the “Executive’s Notice” ) that he has been released from his notice obligations to Tesco PLC and is able to work full-time for the Company (the “Initial Period”). The Executive’s Notice must be given no later than 5 November 2009.

2.2.1   During the Initial Period the Executive’s job title shall be Senior Vice President, Finance. The Executive shall be available to the Company to perform his duties in this role for a period equivalent to 1 working day in each week at times agreed with the Company. The Executive shall advise the Company of any days or periods of time when his obligations to Tesco PLC shall mean that he is not available to the Group. The Executive shall keep a record of hours worked for the Group in each week and shall provide them to the Company in a timely manner.

2.2.2   During the Initial Period the Executive’s salary will be £7,539 (based upon a day rate of £1,885 and 4 working days) per month (the Initial Period Salary).   Employer pension contributions and life assurance benefits payable in respect of the Initial Period will be determined using the Initial Period Salary and the car allowance payable under the provisions of clause 10 will be £48.08 per working day per month. The Executive will not be provided with private medical cover or private dental cover during the Initial Period. The Executive’s holiday allowance during the Initial Period will be 0.5 days per month.

3   DUTIES

3.1   The Executive shall during his employment under this Agreement:

3.1.1   perform the duties and exercise the powers which the Chief Executive Officer or the Board of the Parent may from time to time properly assign to him in his capacity as Chief Financial Officerin connection with the conduct and management of the business of any Group Company (including serving on the board of such Group Company or on any other executive body or any committee of such a company);

3.1.2   do all in his power to promote, develop and protect any business of the Group and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the Group;

3.1.3   devote the whole of his working time and attention to the duties assigned to him;

3.1.4   faithfully and diligently serve the Group;

3.1.5   act in the best interests of the Group;

3.1.6   comply with his fiduciary duties;

3.1.7   not enter into any arrangement on behalf of the Group which is outside its normal course of business or his normal duties or which contains unusual or onerous terms; and

3.1.8   report the wrongdoing (including acts of misconduct, dishonesty, breaches of contract, fiduciary duty, company rules or the rules of the relevant regulatory bodies) whether committed, contemplated or discussed by any other director or member of staff of any Group Company of which the Executive was aware to the General Counsel and/or Chief People Officer immediately, irrespective of whether this may involve some degree of self incrimination.

3.2   The Executive shall give to the Board of the Parent such information regarding the affairs of the Group as it shall require, and in any event, report regularly and keep the Board of the Parent informed.

3.3   The Executive shall carry out his duties and exercise his powers jointly with any other executive(s) appointed by the Board of the Parent and / or the Company to act jointly with him and the Board of the Parent may at any time require the Executive to cease performing or exercising the said or any duties or powers.

3.4   The Executive’s normal place of work will be Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP. The Executive agrees that he may however work in any place within the United Kingdom, which the Company may reasonably require and he may be required to travel abroad when required by the Group for the proper performance of his duties.

4   HOURS OF WORK

4.1 The Executive will comply with the Group's normal hours of work and will also work such additional hours as are reasonably necessary to perform his duties.  He will not receive any further remuneration for any hours worked in addition to the normal working hours.

4.2 The Executive agrees that the performance of his duties pursuant to this Agreement may require him to work more than 48 hours per week and consents to opt out of that part of the Working Time Regulations 1998 which limits the working week to a maximum of 48 hours averaged over 17 weeks.  The Executive may withdraw this consent to work more than 48 hours per week by giving not less than three months' notice to the General Counsel or Chief People Officer.

5   GRATUITIES

5.1   The Executive shall not directly or indirectly accept any commission, rebate, discount or gratuity in cash or in kind from any person who has or is having or is likely to have a business relationship with any Group Company unless the gratuity is of minimal value and only made on an occasional basis.

5.2   Notwithstanding clause 5.1 above, the Executive shall register any such gratuity on the Gifts and Hospitality Register, whether or not any such gift or hospitality is accepted.  Details of the Gifts and Hospitality Register are available from the People Team or via the Group Risk and People Team intranet sites.

6   CODES OF CONDUCT

6.1   The Executive shall comply (and procure that his spouse and minor children shall comply) with all applicable rules and regulations of the NASDAQ Exchange and the laws of the United States of America applicable to any Group Company, including without limitation the regulations of the U.S. Securities and Exchange Commission, and any other codes, rules or regulations of any other relevant regulatory authority in the UK, USA or any other relevant jurisdiction from time to time in relation to the holding or trading of shares, debentures or other securities.

6.2   The Executive shall comply with any Codes of Conduct of the Group (including but not limited to the Group’s Code of Conduct together with the Code of Ethics for Principle Executive and Senior Officers of Virgin Media Inc. and Virgin Media Investment Holdings Limited and the Group's Insider Trading Policy) from time to time in force and any other relevant regulatory authority.  The Company may require from time to time questionnaires or other forms to be completed by the Executive in connection with these Codes of Conduct and other policies; the Executive agrees to complete these forms in a timely fashion.

6.3   The Executive shall sign the Group’s Certificate of Compliance in relation to any such codes; a copy of the Certificate is appended to this Agreement under Schedule 3.  In the event that the Company requires further certifications, the Executive agrees to comply in a timely fashion.

7   REMUNERATION

7.1   The Company shall pay to the Executive as Chief Financial Officer a salary at the rate of four hundred and ninety thousand pounds (£490,000) gross per year subject to deductions for income tax and national insurance contributions and inclusive of any fees payable to him by reason of his holding any Office in any Group Company for full time employment.

7.2   The Executive’s salary shall accrue from day to day and be payable by equal monthly instalments in arrears on or about the 26th of each month.

7.3   The Executive’s salary shall be reviewed once in every year.  The undertaking of a salary review does not confer a contractual right (whether express or implied) to any increase in salary and the Executive acknowledges that any salary increase is at the discretion of the Company.

7.4   The Executive is eligible to participate in such bonus scheme as the Group may from time to time nominate subject to the rules of such scheme as amended from time to time.  The payment of any bonus together with any amount payable is at the Group’s absolute discretion and may from time to time be determined by the Group. A bonus if awarded may be in cash, shares (restricted or otherwise) of Virgin Media Inc. or options or phantom options over such shares or a mixture thereof at the discretion of the Compensation Committee.  Any bonus payment will not be part of the contractual remuneration or fixed salary hereunder.  Details of the bonus scheme will be communicated to the Executive separately. In respect of calendar year 2009, in determining the Executive’s pro-rated bonus the Group will have regard to the number of days worked in the Initial Period and the period of full-time employment thereafter.

7.5   The entitlement to and payment of any bonus is conditional upon the Executive being employed and not having given notice on the last calendar day of the month in which the bonus is paid (currently March).  The Executive acknowledges that the termination of the Executive’s employment whether lawful or unlawful prior to the last calendar day of the relevant bonus period shall not in any circumstance give rise to a claim by the Executive for compensation in lieu of such bonus or compensation to cover the loss of opportunity to earn such bonus. In the event that the Company improves this policy for senior executives, it will consider application of that policy to the Executive.

7.6   The Executive shall be eligible to participate in such incentive plans upon such terms, as the Compensation Committee of the Parent shall determine from time to time.  The terms of the performance based restricted stock awards and options granted in connection with the commencement of employment under   this Agreement are summarised in Schedule 1. The Executive will be eligible to participate in the Groups’ 2009-2011 Long Term Incentive Plan, with effect from the commencement of his employment under this Agreement.  The grant made in respect of his participation will be based upon 5/6ths (i.e. £408,333) of the Executive’s base salary.

7.7   If the Compensation Committee determines that the Executive’s gross negligence, fraud or other misconduct has contributed to the Group having to restate all or a portion of its financial statements the Compensation Committee of Virgin Media Inc. may if it determines in its sole judgment that it is in the Group's interest to do so require reimbursement by the Executive of any payment made under any bonus scheme where: (1) the payment under that bonus scheme was predicated upon achieving certain financial results that were subsequently the subject of a restatement of Group financial statements filed with the Securities and Exchange Commission and/or the satisfaction of financial results or other performance metric criteria which the Compensation Committee subsequently determined were materially inaccurate; (2) the Compensation Committee determines that the Executive’s gross negligence, fraud or other misconduct contributed to the need for the restatement and/or inaccuracy; and (3) a lower bonus payment or award would have been made to the Executive based upon the restated financial results or accurate financial results or performance metric criteria.  In any such case the Compensation Committee may, to the extent permitted by applicable law, recover from the Executive, whether or not he remains in employment with the Group, the amount by which the Executive’s bonus payment/award for the relevant period exceeded the lower payment/award, if any, that would have been made based on the restated financial results or accurate financial results or performance metric criteria.  The Executive agrees that he will upon demand by the Group repay to the Group the sum so demanded within 21 days of receiving the demand for payment and whether or not he remains the employee of the Group together with interest whichever is the greater of 5% or 1% above the Bank of England minimum lending rate from time to time from the date of the bonus payment or award to the date of actual repayment.

8   PENSION SCHEME

8.1 The Executive will be eligible to become a member of the Company’s group pension plan (“Pension Plan”), to which the Company shall contribute the amount of 20% of base salary in accordance with rules of the Pension Plan and any applicable prevailing Company limits, as amended from time to time and subject to the approval of the Compensation Committee. The Executive will be contracted into the State Second Pension (S2P) unless the Executive opts to contract-out or contracting-out is a requirement of the Executive’s plan.   The Executive’s contributions will be deducted from monthly salary payments and passed on to the Pension Plan provider.   At any time the Company may elect to suspend or terminate operation of the Pension Plan and replace them with another arrangement(s). An outline description of the terms of the Pension Plan, are set out in a member’s guide.  A copy of this document is available from the People Team or is available on the Group intranet site.

9 OTHER BENEFITS

9.1   The Executive may participate in the following schemes:

9.1.1   a private medical expenses scheme providing such cover for the Executive and his spouse/partner and children as defined in the rules of the scheme as the Company may from time to time notify to the Executive.  This benefit will be subject to deduction of tax in line with HM Revenue & Customs requirements;

9.1.2   a private dental insurance scheme providing such cover for the Executive and his spouse/partner as the Company may from time to time notify to the Executive.  This benefit will be subject to the deduction of tax in line with HM Revenue & Customs requirements.

9.1.3   subject to the applicable waiting period, a salary continuance or long-term disability insurance scheme providing such cover for the Executive as the Company may from time to time notify to him;

9.1.4   a life insurance scheme under which a lump sum benefit shall be payable on the Executive’s death while this Agreement continues; the benefit of which shall be paid to such dependants of the Executive or other beneficiary as the trustees of the scheme select at their discretion, after considering any beneficiaries identified by the Executive in any expression of the Executive’s wishes delivered to the trustees before his death.  The benefit is equal to 4 times the Executive’s annual base salary at his death but annual base salary for this purpose shall not exceed the relevant limits prescribed by the Company from time to time.  The Executive is required to complete all necessary paperwork to ensure eligibility to full benefit under the scheme.  The Company accepts no liability should full payment not be made on the basis that the Executive has failed to complete the requisite paperwork.  The Executive may be required to undergo examinations by a medical examiner appointed or approved by the Company in connection with the operation of the scheme; and/or

9.1.5   a personal accident insurance scheme providing such cover for the Executive as the Company may from time to time notify to him.

9.2   Benefits under any insurance scheme shall be subject to the rules of the scheme(s) and the terms of any applicable insurance policy and are conditional upon the Executive complying with and satisfying any applicable requirements of the insurers.  Copies of these rules and policies and particulars of the requirements shall be provided to the Executive on request.  The Company shall not have any liability to pay any benefit to the Executive under any insurance scheme unless it receives payment of the benefit from the insurer under the scheme.  The Company reserves the right to amend or withdraw any insurance scheme at its discretion from time to time.

9.3   Any insurance scheme which is provided for the Executive is also subject to the Company’s right to alter the cover provided or any term of the scheme or to cease to provide (without replacement) the scheme at any time.

9.4   The provision of any insurance scheme does not in any way prevent the Company from lawfully terminating this Agreement in accordance with the provisions of this Agreement even if to do so would deprive the Executive of membership of or cover under any such scheme.

9.5 The Company shall pay for the executive to receive tax planning advice. The  maximum cost to the Company will be £15,000 (exclusive of VAT)  in each  year of  the Executive’s service. The Executive understands that this is a taxable benefit.

10   COMPANY CAR ALLOWANCE

The Company shall provide the Executive with a non-pensionable car allowance of £1,041.66 gross per month payable monthly in arrears (£12,500 annually), together with payment of salary pursuant to clause 7.  Full details are contained in the Perk Car Policy which is available on the Group intranet site.  The Company reserves the right to review and amend these policies at any time.  It is a condition of the Executive’s employment that the Executive retains a current full driving licence (valid in the UK) and complies with the rules of the prevailing Perk Car Policy.  If the Executive fails to comply with these rules or is disqualified from driving for any period, the Company reserves the right to dismiss the Executive immediately without compensation in accordance with the Company’s Disciplinary Policy and Procedures.

11   EXPENSES

The Company shall reimburse or procure that the Executive is reimbursed all expenses properly incurred in accordance with the Company’s Travel and Expenses policy in force from time to time and available on the Group intranet site or from the People Team.

12   ANNUAL LEAVE

12.1   The Executive is entitled to 25 days holiday with pay every calendar year in addition to bank and other public holidays rising to 28 days after five years’ continuous service.  The Company’s holiday year runs from 1 January to 31 December.

12.2   The Company may refuse to allow the Executive to take holiday in circumstances where it would be inconvenient to the business (including bank or public holidays).  The Company reserves the right to refuse holiday (including holiday that has previously been approved) up to and including the day before the holiday is due to be taken.  In such circumstances the Company will however attempt to give as much notice as reasonably possible.

12.3   If either party serves notice to terminate the employment the Company may require the Executive to take any accrued but unused holiday entitlement during the notice period (whether or not the Company has exercised its rights under clause 23.2).

12.4   In all other respects unless detailed above, the Executive is subject to the terms of the Company’s annual leave policy which is available on the Group intranet site or from the People Team.

13   ILLNESS

13.1   If the Executive is absent from work due to sickness or injury, the Executive may be eligible for Company sick pay, which is payable at the Company’s absolute discretion.  Subject to this discretion and provided the Executive complies with the Sickness Absence Policy requirements, the Executive will be paid according to the Executive’s normal basic salary rate.  Further details are set out in the Company’s Sickness Absence Policy which is available on the Group intranet site or can be obtained from the People Team.

13.2   If the Executive is incapable of performing his duties by reason of injury sustained wholly or partly as a result of negligence, nuisance or breach of any statutory duty on the part of a third party and the Executive recovers an amount by way of compensation for loss of earnings from that third party, he shall immediately pay that part of such amount to the Company which relates to loss of earnings for the period during which he was paid by the Company but unable to perform his duties under the Agreement.

13.3   The Company shall be entitled to require the Executive to undergo examinations from time to time by a medical adviser appointed or approved by the Company and the Executive authorises the medical adviser and/or will provide such consents as are necessary to disclose to the Company the results of such examinations.

14   RESTRICTIONS DURING EMPLOYMENT

14.1   The Executive shall not during his employment with the Company and warrants to the Company that as at the date of this agreement he is not (save as a representative of the Company or with the prior written approval of the General Counsel or Chief Executive Officer) whether directly or indirectly, paid or unpaid, be engaged or concerned in the conduct of, be or become an employee, agent, partner, consultant or director of or assist or have any financial interest in any other actual or prospective business or profession which is similar to or in competition with the business carried on by any Group Company or which may reasonably be thought by the Company to interfere, conflict or compete with the proper performance of the Executive's obligations to the Group. The Executive may not hold any office as a director or chairman of another company without the prior written consent of the Company.  In any event, the Executive may not be the chairman of a FTSE 100 company or be a non-executive director of more than one such company.

14.2   The Executive shall be permitted to hold shares or securities of a company any of whose shares or securities are quoted or dealt in on any recognised investment exchangeprovided that any such holding shall not exceed one per cent of the issued share capital of the company concerned and is held by way of bona fide investment only ("Investment").

14.3   The Executive shall disclose to the Company any matters relating to his spouse or civil partner (or anyone living as such), their children, stepchildren, parents or any trust or firm whose affairs or actions he controls which, if they applied to the Executive, would contravene clauses 14.1 or 14.2 to the extent that he has actual knowledge of such matters.

15   INTELLECTUAL PROPERTY

15.1   “Intellectual Property Rights” means any patents, trade marks, service marks, design rights, registered designs, applications for any of the foregoing, copyright, database rights, know-how and other similar rights or obligations whether registrable or not in any country.

15.2   The parties agree that any Intellectual Property Rights in any material or invention that the Executive creates (or participates in creating) in the course of business (“Company IPR”) shall vest in the Company.

15.3   The Executive hereby assigns to the Company with full title guarantee and, when appropriate, by way of future assignment, all his rights in the Company IPR for the full term thereof throughout the world.  The Executive must complete whatever documents or take whatever action the Company may request from time to time, both during and after the termination of the Executive’s employment, to obtain any applicable registrations and to confirm that all Company IPR vests in the Company.

15.4   The Executive waives all moral rights (whether arising under Chapter IV of the Copyright, Designs and Patents Act 1988 or otherwise, to the extent permissible under law) in works to which clause 15.2 applies.

15.5   The Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute and do any such instrument or thing and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of this clause.

16   CONFIDENTIALITY

16.1   Without prejudice to his common law duties, the Executive shall not (save in the proper course of his duties, as required by law or as authorised by the Company) use or communicate to any person (and shall use his best endeavours to prevent the use or communication of) any trade or business secrets or confidential information of or relating to any Group Company (including but not limited to details of actual or potential customers, employees, consultants, suppliers, designs, products, product applications, trade arrangements, terms of business, customer requirements, operating systems, sales information, marketing information or strategies, manufacturing processes, software, disputes, commission or bonus arrangements, pricing and fee arrangements and structures, business plans, financial information, inventions, research and development activities, personal or sensitive personal data and anything marked or treated as confidential) which he creates, develops, receives or obtains while in the service of any Group Company.  This restriction shall continue to apply after the termination of the Executive's employment howsoever arising without limit in time.

16.2   Reference to confidential information in this clause 16 shall not include information which is in the public domain at the time of its disclosure or which comes into the public domain after its disclosure otherwise than by reason of a breach of this agreement, information which was already demonstrably known to the receiving party at the date of disclosure and had not been received in confidence from the Company or information which is required to be disclosed as a matter of law.  It shall include information in the public domain for so long as the Executive is in a position to use such information more readily than others who have not worked for the Company.

16.3   During his employment the Executive shall not make (other than for the benefit of the Company) any record (whether on paper, computer memory, disc or otherwise) relating to any matter within the scope of the business of any Group Company or their customers and suppliers or concerning its or their dealings or affairs or (either during his employment or afterwards) use such records (or allow them to be used) other than for the benefit of the relevant Group Company.  All such records (and any copies of them) shall belong to the relevant Group Company and shall be handed over to the Chief People Officer by the Executive on the termination of his employment or at any time during his employment at the request of the Company.

16.4   The Executive shall not during his employment either directly or indirectly publish any opinion, fact or material on any matter within the scope of the business of any Group Company (whether confidential or not) which might reasonably be expected to have a material adverse effect on any Group Company without the prior written approval of the General Counsel or Chief Executive Officer.

16.5   Nothing in this clause shall prevent the Executive from disclosing information which he is entitled to disclose under the Public Interest Disclosure Act 1998 provided that the disclosure is made in the appropriate way to an appropriate person having regard to the provisions of the Act and he has first fully complied with the Company's procedures relating to such disclosures.

17   DATA PROTECTION

17.1   In accordance with the Data Protection Act 1998, the Group will hold and process the information it collects relating to the Executive in the course of the Executive’s employment for the purposes of employee administration, statistical and record keeping purposes.  This may include information relating to the Executive’s physical or mental health.  Some of the Executive’s information may be processed outside the European Economic Area.  Such information will be treated confidentially and will only be available to authorised persons.

17.2   When dealing with data relating to the Company’s business, the Executive is required to comply with the Company’s Data Protection Policy as in effect from time to time, which can be obtained from the Group Compliance Officer. In connection with any litigation, investigation or government proceeding, the Executive may be required to appear as a witness, be deposed and/or sign affidavits.  In addition, the Executive’s e-mail accounts used for any business purpose may be subject to search, in accordance with applicable law.

18   DEDUCTIONS FROM SALARY

The Company reserves the right at any time during the Executive’s employment, or on termination of this Agreement to deduct from salary any overpayment made and/or monies owed to the Company by the Executive.  This includes but is not limited to:

·   any excess holiday;

·   outstanding loans;

·   advances;

·   relocation costs;

·   monies owed to the Company in connection with any Company car, including parking fines and any related administration costs for which the Executive is responsible and which are incurred in a vehicle provided by the Company (either company vehicle or hire car) whilst in the Executive’s control; and

·   the cost of repairing any damage or loss to property provided by the Company.

This clause will not apply to any sums or benefits due to the Executive by virtue of the Executive’s membership of the Company Pension Plan.

19   HEALTH AND SAFETY

The Company is committed to ensuring, so far as reasonably practicable, that the workplace of every employee is safe, does not pose a risk to health and does not cause damage to the environment.  The Executive is therefore required to familiarise himself with the responsibilities as outlined in the current Company’s Health and Safety Policy, Environment Policy, Safety Standards booklet (NT PO90) and Safety Information Sheets.  The current version is available on the Group intranet site or can be obtained from the Health and Safety Group.

20   ENTITLEMENT TO WORK IN THE UK

The Executive’s employment is conditional upon the Executive being legally entitled to live and work in the UK.  If the Executive’s status changes and the Executive is no longer entitled to live or work in the UK, the Executive’s employment will be terminated without notice or payment in lieu of notice.

21   MONITORING

The Executive acknowledges that the Company may monitor messages sent and received via email, SMS, the Internet and voicemail systems to ensure that the Executive is complying with the Company’s policy for use by its employees of these systems.

22   TERMINATION OF EMPLOYMENT

22.1   The Company may at any time and in its absolute discretion (whether or not any notice of termination has been given by the Company or the Executive under clause 2 above) terminate the Executive’s employment with immediate effect and make a payment in lieu of notice.  This payment shall comprise the Executive’s basic salary (at the rate payable when this option is exercised) together with the following benefits to the extent that they would have been paid during the notice period:

·   car allowance

·   company pension contributions

·   premium equivalent to the private medical monies paid by the Company

and shall be subject to deductions for income tax and national insurance contributions as appropriate (the “Payment in Lieu”).  The Executive will not, under any circumstances, have any right to payment in lieu unless the Company has exercised its option to pay in lieu of notice.

22.2   The Company may pay any sums due under this clauseas onelump sum or in instalments over the period until the date on which notice, if it had been served, would have expired.If the Company chooses to pay in instalments the Executive is obliged to seek alternative income over the relevant period and to disclose the gross amount of any such income and any relevant ancillary benefits to the Company.  The instalment payments shall then be reduced by the amount of such income.

22.3   The employment of the Executive may be terminated by the Company without notice or payment in lieu of notice (and the Executive will not be entitled to any payment under clause 22.1) if the Executive:

22.3.1 is guilty of any serious misconduct (including but not limited to any such act set out within the Company’s disciplinary policy from time to time or in any code of conduct) or any other conduct which affects or is likely to affect prejudicially the interests of any Group Company to which he is required to render services under this Agreement;

22.3.2 fails or neglects efficiently and diligently to discharge his duties or commits any serious or repeated breach or non-observance by the Executive of any of the provisions contained in this Agreement;

22.3.3 has an interim receiving order made against him, becomes bankrupt or makes any composition or enters into any deed of arrangement with his creditors;

22.3.4 is convicted or charged with any arrestable criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

22.3.5 is disqualified from holding office in another company by reason of an order of a court of competent jurisdiction;

22.3.6 shall become of unsound mind or become a patient under the Mental Health Act 1983;

22.3.7 is convicted of an offence under the Criminal Justice Act 1993 in relation to insider dealings or under any other present or future statutory enactment or regulations relating to insider dealings;

22.3.8 is in violation of the rules and regulations of the U.S. Securities and Exchange Commission or relevant U.S. securities laws, or the rules and regulations of the NASDAQ Exchange or any other exchange on which any Group Company's securities may be listed;

22.3.9 ceases to be a director of the Company otherwise than at the request of the Company;

22.3.10 is no longer legally entitled to live and/or work in the UK;

22.3.11 does anything (in the course of his duties or otherwise) which (in the reasonable opinion of the Company) does actually or might reasonably be expected to bring himself or any Group Company into disrepute; and/or

22.3.12 acts in a way which is in the reasonable opinion of the Company materially adverse to the interests of the Company.

22.4   Any delay by the Company in exercising such right to terminate shall not constitute a waiver thereof.

22.5   Notwithstanding anything to the contrary in this Agreement, the Company may assign the Executive’s employment to Virgin Media Inc. (or its successor) or another Group Company reasonably comparable or superior to the Company within the overall corporate structure and such assignment will not constitute termination of employment hereunder and the Executive agrees to execute any and all documents necessary or reasonable to accomplish the foregoing.

23   SUSPENSION AND GARDEN LEAVE

23.1   The Company may suspend the Executive on full pay to allow the Company to investigate any complaint made against the Executive in relation to his employment with the Company.

23.2   Provided that the Executive continues to enjoy his full contractual benefits and receive his pay in accordance with this Agreement (provided, however, that consideration for a bonus under clause 7.4 and 7.5 is at the discretion of the Compensation Committee), the Company may in its absolute discretion do all or any of the following during the notice period or any part of the notice period, after the Executive or the Company has given notice of termination to the other, without breaching this Agreement or incurring any liability or giving rise to any claim against it:

23.2.1 exclude the Executive from the premises of the Group;

23.2.2 require the Executive to carry out only specified duties (consistent with his status, role and experience) or to carry out no duties;

23.2.3 announce to any or all of its employees, suppliers, customers and business partners that the Executive has been given notice of termination or has resigned (as the case may be);

23.2.4 prohibit the Executive from communicating in any way with any or all of the suppliers, customers, business partners, employees, agents or representatives of the Group until his employment has terminated except to the extent he is authorised to do so by his manager in writing;

23.2.5 require the Executive to resign his directorship of any Group Company; and/or

23.2.6 require the Executive to comply with any other reasonable conditions imposed by any Group Company.

The Executive will continue to be bound by all obligations (whether express or implied) owed to the Company under the terms of the Agreement or as an employee of the Company.

23.3   The Executive will not, without the prior written consent of the General Counsel or Chief Executive Officer, be employed by or provide services to any other person, firm or organisation whether paid or unpaid save as previously permitted during the notice period.

24   TERMINATION AND RETURN OF COMPANY PROPERTY

24.1         The Executive agrees that:

24.1.1 The termination of his employment as Chief Financial Officer of the Company for any reason and whether or not in accordance with the terms of this Agreement will automatically constitute his resignation as a director of the Company and from such offices held by him in any Group Company without claim for compensation and that he shall at the Company’s request take any action that the Company deems appropriate to document his resignation from such offices; and

24.1.1 on the termination of this Agreement he shall immediately deliver to the Company all credit cards, keys, computer media and other property, in whatever form, of or relating to the business of any  Group Company which may be in his possession or under his power or control.

24.2   If the Executive fails to comply with clause 24.1.1 above the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and complete any documents or do any thing necessary to give effect to this clause.

24.3   The Executive shall not, without the consent of the General Counsel or Chief Executive Officer at any time after the termination of this Agreement represent himself still to be connected with any Group Company.

25   RECONSTRUCTION OR AMALGAMATION

If the employment of the Executive under this Agreement is terminated by reason of the liquidation of the Company for the purpose of reconstruction or amalgamation and the Executive is offered employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions not less favourable than the terms of this Agreement then the Executive shall have no claim against any Group Company in respect of the termination of his employment under this Agreement.

26   RESTRICTIONS AFTER EMPLOYMENT

26.1   Definitions

In this clause the following words shall have the following meanings:

“Area”

the area constituting the market of any Relevant Group Company for the Services and the Products in the period of 12 months  prior to the Termination Date and with which area the Executive was materially concerned at any time during the said period of 12 months;

“Customer”

any Person to whom any Relevant Group Company supplied  the Services  and the Products for business use during the 12 months preceding the Termination Date and with whom at any time during such period the Executive was materially concerned or had personal contact in the course of his employment;

“Key Employee”

any person who immediately prior to the Termination Date was an employee or consultant of any Relevant Group Company occupying a senior or managerial position who was likely to be:

(i) in possession of confidential information belonging to any Relevant Group Company; or

(ii) able to influence the customer relationships or trade connections of any Relevant Group Company,

with whom the Executive worked closely at any time during the period of 12 months prior to the Termination Date;

“Person”

 includes any company, firm, organisation or other entity;

“Products”

products which are competitive with those supplied by any Relevant Group Company in the 12 months prior to the Termination Date and with the supply of which the Executive was materially concerned at any time during the said 12 months;

“Prospective Customer”

any Person with whom any Relevant Group Company had negotiations or discussions regarding the possible supply of the Services and or the Products for business use during the 12 months immediately preceding the Termination Date and with whom at any time during such period the Executive was materially concerned or had personal contact in the course of his employment;

“Relevant Group Company”

any Group Company (and, if applicable, its predecessors in business) for which the Executive performed services or in which he held office at any time during the 12 months prior to the Termination Date;

“Services”

services which are competitive with those supplied by any Relevant Group Company in the 12 monthsprior to the Termination Date and with the supply of which the Executive was materially concerned at any time during the said 12 monthsperiod;

“Supplier”

any Person who was a supplier of services or goods to the Relevant Group Company in connection with business use for the operation of the business (as opposed to the administrative support of such operation) in the 12 monthsprior to the Termination Date and with which the Executive was materially concerned or had personal contact at any time during the said 12 monthsperiod; and

“Termination Date”

the date on which the employment terminates.

26.2   The Executive covenants to the Company (for itself and as trustee for each Group Company) that:

26.2.1 Non-competition

the Executive shall not for a period of 12 months from the Termination Date in the Area and in competition with any Relevant Group Company directly or indirectly be engaged, interested or concerned:

(a) in any business which provides the Products and the Services; and

(b) with the supply of the Products and the Services to any Customer or Prospective Customer.

For this purpose, the Executive is concerned in a business if:

(i) he carries it on as principal or agent; or

(ii) he is a partner, director, employee, secondee, consultant or agent in, of or to any Person who carries on the business; or

(iii) subject to clause 14 above, he has any direct or indirect financial interest (as shareholder or otherwise) in any Person who carries on the business.

26.2.2 Non-solicitation

the Executive shall not for a period of 12months from the Termination Date and in competition with any Relevant Group Company directly or indirectly:

(a) canvass or solicit business from, approach or endeavour to entice away any Customer or Prospective Customer in respect of the supply of the Products and the Services;

(b) seek to do business or deal with any Customer or Prospective Customer in the Area in respect of the supply of the Products and the Services;

(c) canvass or solicit business from, make an approach to or endeavour to entice away any Supplier of any Relevant Group Company;

(d) accept employment with or act as consultant for any Customer or Prospective Customer.

26.2.3 Non-poaching

the Executive shall not for a period of 12 months after the Termination Date solicit the employment or engagement of any Key Employee in a business which is in competition with any Relevant Group Company (whether or not such person would breach their contract of employment or engagement by reason of their leaving the service of the business in which they work).

26.3   The restrictions in this clause are considered by the parties to be reasonable and the validity of each sub-clause shall not be affected if any of the others is invalid.  If any of the restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question shall apply with such modification as may be necessary to make it valid.

26.4   The Executive acknowledges that the provisions of this clause are no more extensive than is reasonable to protect the Relevant Group Company.

26.5   If the Executive is suspended from work under the provisions of clause 23.1 or sent on Garden Leave under clause 23.2, the Company may, at its sole discretion, agree that the period of time during which the non-competition restriction contained in clause 26.2.1 is enforceable, starts to run from the date of the suspension or date when the Executive was sent on Garden Leave, and not from the Termination Date.

26.6   The Executive acknowledges that each and every restriction contained within this clause is intended by the parties to apply after the Termination Date whether termination is lawful or otherwise.  The restrictions, which are acknowledged to be ancillary in nature, will apply even where the termination results from a breach of a provision within this Agreement.

26.7   The Executive will (at the request and cost of the Company) enter into a direct agreement with any Group Company under which he will accept restrictions corresponding to the restrictions contained in this clause (or such as will be appropriate in the circumstances) in relation to such Group Company.

27   SEVERABILITY

If any of the provisions of this Agreement become invalid or unenforceable for any reason by virtue of applicable law the remaining provisions shall continue in full force and effect and the Company and the Executive hereby undertake to use all reasonable endeavours to replace any legally invalid or unenforceable provision with a provision which will promise to the parties (as far as practicable) the same commercial results as were intended or contemplated by the original provision.

28   THIRD PARTIES

28.1   Any Group Company shall have the right to enforce the provisions of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

28.2   Save as provided in clause 28.1 above, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.

29   NOTICES

29.1   Any notice required or permitted to be given under this Agreement shall be given in writing delivered personally or sent by first class post pre-paid recorded delivery (air mail if overseas) or overnight courier or by facsimile to the party due to receive such notice, in the case of the Company, to: Virgin Media Limited, Media House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP and marked for the attention of the Chief People Officer with a copy to the General Counsel at the same address and, in the case of the Executive, such address as he may have notified to the Company in accordance with this clause or such address as may be included in the Group’s payroll system.

29.2   Any notice delivered personally or by overnight courier shall be deemed to be received when delivered to the address provided in this Agreement and any notice sent by pre-paid recorded delivery post shall be deemed (in the absence of evidence of earlier receipt) to be received 2 days after posting and in proving the time of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted.  A notice sent by facsimile shall be deemed to have been received on receipt by the sender of confirmation in the transmission report that the facsimile had been sent.

30   STATUTORY INFORMATION

Schedule 2 to this Agreement sets out information required to be given to the Executive by the Employment Rights Act 1996.

31   MISCELLANEOUS

31.1   This Agreement is governed by and shall be construed in accordance with the laws of England and Wales.

31.2   The parties to this Agreement submit to the exclusive jurisdiction of the English courts.

31.3   This Agreement contains the entire understanding between the parties and supersedes all previous agreements and arrangements (if any) relating to the employment of the Executive by the Company (which shall be deemed to have been terminated by mutual consent).

31.4   This Agreement may be executed by counterparts, which together shall constitute one agreement.  Either party may enter into this Agreement, by executing a counterpart and this Agreement shall not take effect until it has been executed by both parties.  Delivery of an executed counterpart of a signature page by facsimile shall take effect as delivery of an executed counterpart of this Agreement provided that the relevant party shall give the other the original of such page as soon as reasonably practicable thereafter.

32   CHANGES TO TERMS AND CONDITIONS

The Company reserves the right to amend the Executive’s terms set out within this Agreement and policies from time to time.  The Executive will be given not less than four weeks notice of any such change.  The Executive will be deemed to have accepted these changes should the Company have received no objection before the end of the four week period

SCHEDULE 1

Restricted Stock and Options to purchase common stock of Virgin Media Inc.

Options

§   The Executive will be granted 390,000options (“Options”) at an exercise price equal to the mid-market value of Virgin Media Inc.’s common stock on the date of grant (“Grant Date”) (where the “Grant Date” is your first date of part-time employment with the Company).

§   The Options will vest 20% in equal instalments over five years beginning on the date the Executive commences full-time employment for the Group, subject to the achievement of annual objectives determined by the CEO and the Compensation Committee.

Restricted Stock

§   The Executive will be granted 75,000 shares of Restricted Stock (“First Grant Restricted Stock”) on the Grant Date (where the “Grant Date” is your first date of part-time employment with the Company).

§   The First Grant of Restricted Stock shall be subject to a cliff vesting in 2012 on the anniversary of the date the Executive commences full-time employment for the Group, subject to the achievement of the performance conditions of the 2009 LTIP.

§   The Executive will be granted 55,000 shares of Restricted Stock (“Second Grant Restricted Stock”) on the Grant Date (where the “Grant Date” is your first date of part-time employment with the Company).

§   The Second Grant Restricted Stock shall vest one year from the date of commencement of part-time employment.

§   The Executive will be granted 150,000 shares of Restricted Stock (“Third Grant Restricted Stock”) on the Grant Date (where the “Grant Date” is your first date of part-time employment with the Company).

§   The Third Grant Restricted Stock shall vest in equal instalments over three years from the date of commencement of part-time employment.

The Restricted Stock and Options will be governed by the Virgin Media Inc.’s 2006 Stock Incentive Plan, the individual restricted stock agreement or stock option agreement (as appropriate), and the Virgin Media Inc.’s insider trading policy as amended from time to time. The terms on which any Restricted Stock and/or Options may be subject to accelerated vesting will be contained in agreements issued to the Executive in connection with the grant of such Restricted Stock and/or Options as the case may be.

SCHEDULE 2

Statement of Particulars Pursuant to the Employment Rights Act 1996

1   The Executive’s period of continuous employment commenced on ­­­­­­­[insert date]. No period of employment with a previous employer counts as part of the Executive’s continuous employment with the Company

2   The Executive will be contracted into the Second State Pension unless the Executive opts to contract out.

3   The Company’s policies and procedures on disciplinary and grievance matters are available on the Company’s intranet and/or from  the People Team (insofar as they are not varied by this Agreement).  The policies constitute Company guidelines and do not form any part of the Service Agreement.  Any grievance which the Executive wishes to exercise should be raised in writing with the Chief Executive Officer unless the grievance involves the Chief Executive Officer in which case the grievance should be raised in writing in the first instance with the Chief People Officer.  Any disciplinary action taken by the Company will be dealt with by the Chief Executive Officer or such other person as may be directed by the Chief People Officer.  The Company reserves the right to substitute persons at a senior level within the Company to conduct any aspect of the disciplinary or grievance procedure should it be appropriate.  If the Executive is dissatisfied with any disciplinary decision or any decision to dismiss him, he can within five (5) working days of that decision appeal to the Company (unless the Executive is notified in any separate communication of the person to whom he may appeal) whose decision shall be final and binding.

4   The Executive may be required to work overseas for periods when reasonably required.  In such circumstances, the terms of the International Assignment Policy will apply which is available from the Company upon request.

5   The Company is not a party to any collective agreement which affects the Executive’s employment.

SCHEDULE 3

Certificate of Compliance

I have read and understand the Code of Conduct and have complied and will continue to comply with it (together with any other Codes or policies that may apply to my role from time to time).  I have not acted in any way contrary to the best interests of the Company.  Any exceptions to the Code of Conduct (and any other policies) and disclosures required by the Code and such policies are set forth below:

I will promptly report the details of any future non-compliance with the above-mentioned Code (and any associated policies) to my immediate manager so that its extent and significance can be considered.

Dated:   _____________________

Signed:  _____________________

Mr. Eamonn O’Hare

IN WITNESS whereof this document has been executed and delivered on the date first before written.

SIGNED and DELIVERED as a DEED by VIRGIN MEDIA LIMITED acting by in the presence of :-	} } } } } }	/s/ Elisa Nardi
		Director / Authorised Attorney

Signed	/s/ Angie Hill
Name	Angie Hill
Address	[INTENTIONALLY OMITTED]
Occupation	Personal Assistant

Signed as a Deed by Mr. Eamonn O’Hare in the presence of:	/s/  Eamonn O'Hare    Mr. Eamonn O’Hare The Executive
Witness signature:	/s/ Fiona Hillman
Name:	Fiona Hillman
Address:	[INTENTIONALLY OMITTED]
Occupation:	Personal Assistant

EX-10.2

Exhibit 10.2

NON-QUALIFIED STOCK OPTION NOTICE

Eamonn O’Hare

[INTENTIONALLY OMITTED]

This Option Notice (the “Notice”)dated as of September 16, 2009 (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 (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 390,000 shares of the Company’s Common Stock at a price of $12.86per share (the “Option”).  The 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. The Option shall vest as follows:

i.   As to 78,000 shares if performance conditions established by the Chief Executive Officer of the Company and the Compensation Committee have been met and you have remained continuously employed by the Company from the Grant Date through the first anniversary of the commencement of your full-time employment with the Company (the “Tranche 1 Vesting Date”);

ii.   As to 78,000 shares if performance conditions established by the Chief Executive Officer of the Company and the Compensation Committee have been met and you have remained continuously employed by the Company from the Grant Date through the second anniversary of the commencement of your full-time employment with the Company (the “Tranche 2 Vesting Date”);

iii.   As to 78,000 shares if performance conditions established by the Chief Executive Officer of the Company and the Compensation Committee have been met and you have remained continuously employed by the Company from the Grant Date through the third anniversary of the commencement of your full-time employment with the Company (the “Tranche 3 Vesting Date”);

iv.   As to 78,000 shares if performance conditions established by the Chief Executive Officer of the Company and the Compensation Committee have been met and you have remained continuously employed by the Company from the date Grant Date through the fourth anniversary of the commencement of your full-time employment with the Company (the “Tranche 4 Vesting Date”); and

v.   As to 78,000 shares if performance conditions established by the Chief Executive Officer of the Company and the Compensation Committee have been met and you have remained continuously employed by the Company from the Grant Date through the fifth anniversary of the commencement of your full-time employment with the Company (the “Tranche 5 Vesting Date” and, together with the Tranche 1 Vesting Date, the Tranche 2 Vesting Date, the Tranche 3 Vesting Date, the Tranche 4 Vesting Date, the “Vesting Dates”).

The Option shall vest on the applicable Vesting Date based on the satisfaction of the relevant performance conditions for the applicable tranche, and the Option shall be forfeited if the Compensation Committee determines that such performance conditions have not been met.

In no event shall the date of such determination occur later than the end of the fiscal year immediately following the fiscal year to which the performance conditions relate. The date of determination is expected to occur by April 30 of each year following the Vesting Date, but extenuating or other circumstances may apply which may result in an extended date.

3.  Acceleration Event.  In the event you are subject to a termination of employment by the Company without Cause or you terminate your employment for Good Reason in either case within twelve (12) months following an Acceleration Event, the Option shall vest and become exercisable as to all of the shares subject to the Option.  For purposes of this Section 3, Good Reason shall mean a termination of your employment by you following the occurrence of any of the following events without your consent: (i) a material breach by the Company of any of the covenants in the employment agreement between you and Virgin Media Limited dated as of September 16, 2009 (the “Employment Agreement”), (ii) any material reduction in your base salary under Section 7.1 of the Employment Agreement, or (iii) any material and adverse change in your position, title or status or any change in your job duties, authority or responsibilities to those of lesser status.  You shall give the Company ten (10) days notice of your intention to terminate your employment for Good Reason (as defined in (i) through (iii) above) has occurred, and such notice shall describe the facts and circumstances in support of such claim in reasonable detail.  The Company shall have ten (10) days thereafter to cure such facts and circumstances if possible.

4.  Exercise Period.   The Option shall be exercisable as to any or all the shares as to which the option has become exercisable for a period of 10 years from the date of grant.  Notwithstanding anything in Section 3 to the contrary, 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) September 15, 2019.

5.  Condition to Exercise.  The Option may not be exercised in any circumstances unless and until the Company is satisfied that, other than as provided for in Section 4: (a) you are at the time of exercise an employee of the Company, a Subsidiary Company, Parent Company or Affiliated Entity; and (b) you have remained continuously so employed since the Grant Date.

6. Manner of Exercise.The 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).

7.  Transferability.  Neither the Option nor any interest in the Option may be transferred other than by will or the laws of descent or distribution.

VIRGIN MEDIA INC.
By:	/s/ Neil Berkett
Name:	Neil Berkett
Title:	Chief Executive Officer

EX-10.3

Exhibit 10.3

VIRGIN MEDIA INC.

RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT, dated as of September 16, 2009 (the “Grant Date”), between Virgin Media Inc., a Delaware corporation (the “Company”), and Eamonn O’Hare (the “Executive”).

WHEREAS, the Company wishes to grant to the Executive, and the Executive wishes to accept from the Company, shares of common stock of the Company, par value $0.01 per share (the “Restricted Stock”), to be granted pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan.

NOW, THEREFORE, the parties hereto agree as follows:

1. Grant of Restricted Stock.

The Company hereby grants to the Executive, and the Executive hereby accepts from the Company, 205,000 shares of Restricted Stock on the terms and conditions set forth in this Agreement. This Agreement is also subject to the terms and conditions set forth in the Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

2. Rights of Executive.

Except as otherwise provided in this Agreement, the Executive shall be entitled, at all times on and after the date that the shares of Restricted Stock are issued, to exercise all the rights of a stockholder with respect to the shares of Restricted Stock (whether or not the Transfer Restrictions thereon shall have lapsed), including the right to vote the shares of Restricted Stock and the right, subject to Section 6 hereof, to receive dividends thereon. Notwithstanding the foregoing, prior to the Lapse Date (as defined In Section 3.1), the Executive shall not be entitled to transfer, sell, pledge, hypothecate, assign, or otherwise dispose of or encumber, the shares of Restricted Stock (collectively, the “Transfer Restrictions”).

3.             Vesting and Lapse of Transfer Restrictions.

3.1 The Transfer Restrictions on the Restricted Stock shall lapse and the Restricted Stock granted hereunder shall vest, subject to continued employment, as follows:

(i) as to 105,000 shares on the one year anniversary of the Grant Date;

(ii) as to 50,000 on the second year anniversary of the Grant Date; and

(iii) as to 50,000 on the third year anniversary of the Grant Date.

Each of the foregoing dates is referred to in this Agreement as a “Lapse Date”.

3.2 Notwithstanding anything to the contrary provided in the Plan or otherwise, and unless otherwise determined by the Compensation Committee in its sole discretion, the Transfer Restrictions on all of the shares of Restricted Stock granted hereunder and then outstanding shall not lapse and such shares of Restricted Stock shall not vest solely due to the occurrence of an Acceleration Event.

4.             Escrow and Delivery of Shares.

4.1 Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive or the Executive’s estate as set forth in Section 4.2 hereof, subject to the Executive’s delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive or the Executive’s estate.

4.2 Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Executive as soon as practicable following the Lapse Date, provided that the Executive has satisfied the requirements for all applicable Withholding Taxes (as defined in Section 8) with respect to the Restricted Stock.

4.3 The Executive may receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws.

4.4 Prior to the Lapse Date, each stock certificate evidencing shares of Restricted Stock shall bear a legend in substantially the following form:

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture, restrictions against transfer and rights of repurchase, if applicable) contained in the Restricted Stock Agreement (the “Agreement”) between the registered owner of the shares represented hereby and the Company. Release from such terms and conditions shall be made only in accordance with the provisions of the Agreement, a copy of which is on file in the office of the Secretary of Virgin Media Inc.”

4.5 As soon as practicable following the Lapse Date, the Company shall issue new certificates in respect of the shares that have vested as of the Lapse Date which shall not bear the legend set forth in Section 4.4, which certificates shall be delivered in accordance with Section 4.2 hereof.

5. Effect of Termination of Employment for any Reason.

Upon termination of the Executive’s employment with the Company and its Affiliates, if applicable, for any reason, the Executive shall forfeit the shares of Restricted Stock which are then subject to the Transfer Restrictions, and, from and after such forfeiture, such shares of Restricted Stock shall cease to be outstanding and the Executive shall have no rights with respect thereto.

6. Voting and Dividend Rights.

All dividends declared and paid by the Company on shares of Restricted Stock shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3 hereof (and shall be subject to forfeiture upon forfeiture of the shares of Restricted Stock as to which such deferred dividends relate). The deferred dividends shall be held by the Company for the account of the Executive. Upon the Lapse Date, the dividends allocable to the shares of Restricted Stock as to which the Transfer Restrictions have lapsed shall be paid to the Executive (without interest). The Company may require that the Executive invest any cash dividends received in additional Restricted Stock which shall be subject to the same conditions and restrictions as the Restricted Stock granted under this Agreement.

7. No Right to Continued Employment.

Nothing in this Agreement shall be interpreted or construed to confer upon the Executive any right with respect to continuance of employment by the Company or any of its Affiliates, nor shall this Agreement interfere in any way with the right of the Company or any such Affiliate to terminate the Executive’s employment at any time.

8. Withholding of Taxes.

The Executive shall pay to the Company, or the Company and the Executive shall agree on such other arrangements necessary for the Executive to pay, the applicable federal, state and local income taxes required by law to be withheld (the “Withholding Taxes”), if any, upon the vesting and delivery of the shares. The Company shall have the right to deduct from any payment of cash to the Executive an amount equal to the Withholding Taxes in satisfaction of the Executive’s obligation to pay Withholding Taxes.

9. Modification of Agreement.

This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

10. Severability.

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.

11. Governing Law.

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof.

12. Successors in Interest; Transfer.

This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Executive’s heirs, executors, administrators and successors. All obligations imposed upon the Executive and all rights granted to the Company under this Agreement shall be binding upon the Executive’s heirs, executors, administrators and successors. This Agreement is not assignable by the Executive.

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		Virgin Media Inc.
		By:	/s/ Bryan H Hall
		Name:	Bryan H Hall
		Title:	Secretary and General Counsel
ACCEPTED AND AGREED
By:	/s/ Eamonn O’Hare
Name:	Eamonn O’Hare

EX-10.4

Exhibit 10.4

VIRGIN MEDIA INC.

RESTRICTED STOCK AGREEMENT

RESTRICTED STOCK AGREEMENT, dated as of September 16, 2009, between Virgin Media Inc., a Delaware corporation (the “Company”), and Eamonn O’Hare (the “Executive”).

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) wishes to grant to the Executive, and the Executive wishes to accept from the Company, shares of common stock of the Company, par value $0.01 per share (the “Restricted Stock”), to be granted pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”).

NOW, THEREFORE, the parties hereto agree as follows:

1. Grant of Restricted Stock.

The Company hereby grants to the Executive, and the Executive hereby accepts from the Company, 75,000 shares of Restricted Stock on the terms and conditions set forth in this Agreement.  This Agreement is also subject to the terms and conditions set forth in the Plan.  Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

2. Rights of Executive.

Except as otherwise provided in this Agreement, the Executive shall be entitled, at all times on and after the date that the shares of Restricted Stock are issued, to exercise all the rights of a stockholder with respect to the shares of Restricted Stock (whether or not the Transfer Restrictions thereon shall have lapsed), including the right to vote the shares of Restricted Stock and the right, subject to Section 6 hereof, to receive dividends thereon.  Notwithstanding the foregoing, prior to the Lapse Date (as defined in Section 3.1), the Executive shall not be entitled to transfer, sell, pledge, hypothecate, assign, or otherwise dispose of or encumber, the shares of Restricted Stock (collectively, the “Transfer Restrictions”).  The Executive hereby acknowledges that the Company may set policies from time to time on minimum stock holdings of its key executives and such policies, as in effect from time to time, may restrict transfers of vested shares by the Executive.  The Executive agrees to comply with these policies and the Company’s insider trading policy as in effect from time to time.

3.           Vesting and Lapse of Transfer Restrictions.

3.1 The Transfer Restrictions on a number of shares of Restricted Stock granted hereunder shall lapse and such shares of Restricted Stock shall vest if the three-year performance conditions established for the Company’s 2009-2011 Long Term Incentive Plan have been met, so long as the Executive has remained continuously employed by the Company through the third anniversary of the date the Executive commences full-time employment with the Company (such date, the “Lapse Date”).  The Compensation Committee shall meet to determine whether such performance conditions have been met at the same time it determines whether such conditions have been met for the other employees participating in the Company’s 2009-2011 Long Term Incentive Plan.  The number of shares that will vest will be pursuant to the formula set forth for all employees participating in the 2009-2011 Long-Term Incentive Plan.

3.2 Notwithstanding anything to the contrary provided in the Plan or otherwise, and unless otherwise determined by the Compensation Committee in its sole discretion, the Transfer Restrictions on all of the shares of Restricted Stock granted hereunder and then outstanding shall not lapse and such shares of Restricted Stock shall not vest solely due to the occurrence of an Acceleration Event.

4.           Escrow and Delivery of Shares.

4.1 Certificates representing the shares of Restricted Stock shall be issued and held by the Company in escrow and shall remain in the custody of the Company until their delivery to the Executive or the Executive’s estate as set forth in Section 4.2 hereof, subject to the Executive’s delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares and the delivery of shares to the Executive or the Executive’s estate.

4.2 Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the Executive as soon as practicable following the Lapse Date, provided that the Executive has satisfied the requirements for all applicable Withholding Taxes (as defined in Section 8) with respect to the Restricted Stock.

4.3 The Executive may receive, hold, sell, or otherwise dispose of those shares delivered to the Executive pursuant to Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws.

4.4 Prior to the Lapse Date, each stock certificate evidencing shares of Restricted Stock shall bear a legend in substantially the following form:

“This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture, restrictions against transfer and rights of repurchase, if applicable) contained in the Restricted Stock Agreement (the “Agreement”) between the registered owner of the shares represented hereby and the Company.  Release from such terms and conditions shall be made only in accordance with the provisions of the Agreement, a copy of which is on file in the office of the Secretary of Virgin Media Inc.”

4.5 As soon as practicable following the Lapse Date, the Company shall issue new certificates in respect of the shares that have vested as of the Lapse Date which shall not bear the legend set forth in Section 4.4, which certificates shall be delivered in accordance with Section 4.2 hereof.

5.Effect of Termination of Employment for any Reason.

Upon termination of the Executive’s employment with the Company and its Affiliates, if applicable, for any reason, the Executive shall forfeit the shares of Restricted Stock, and, from and after such forfeiture, such shares of Restricted Stock shall cease to be outstanding and the Executive shall have no rights with respect thereto.

6.Dividend Rights.

All dividends declared and paid by the Company on shares of Restricted Stock shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3 hereof (and shall be subject to forfeiture upon forfeiture of the shares of Restricted Stock as to which such deferred dividends relate).  The deferred dividends shall be held by the Company for the account of the Executive.  Upon the Lapse Date, the dividends allocable to the shares of Restricted Stock as to which the Transfer Restrictions have lapsed shall be paid to the Executive (without interest).  The Company may require that the Executive invest any cash dividends received in additional Restricted Stock which shall be subject to the same conditions and restrictions as the Restricted Stock granted under this Agreement.

7. No Right to Continued Employment.

Nothing in this Agreement shall be interpreted or construed to confer upon the Executive any right with respect to continuance of employment by the Company or any of its Affiliates, nor shall this Agreement interfere in any way with the right of the Company or any such Affiliate to terminate the Executive’s employment at any time.

8. Withholding of Taxes.

The Executive shall pay to the Company, or the Company and the Executive shall agree on such other arrangements necessary for the Executive to pay, the applicable federal, state and local income taxes required by law to be withheld (the “Withholding Taxes”), if any, upon the vesting and delivery of the shares.  The Company shall have the right to deduct from any payment of cash to the Executive an amount equal to the Withholding Taxes in satisfaction of the Executive’s obligation to pay Withholding Taxes.

9. Modification of Agreement.

This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

10. Severability.

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.

11. Governing Law.

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof which might result in the application of the laws of any other jurisdiction.

12. Successors in Interest; Transfer.

This Agreement shall inure to the benefit of and be binding upon any successor to the Company.  This Agreement shall inure to the benefit of the Executive’s heirs, executors, administrators and successors.  All obligations imposed upon the Executive and all rights granted to the Company under this Agreement shall be binding upon the Executive’s heirs, executors, administrators and successors.  This Agreement is not assignable by the Executive.

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		Virgin Media Inc.
		By:	/s/ Bryan H Hall
		Name:	Bryan H Hall
		Title:	Secretary and General Counsel
ACCEPTED AND AGREED
By:	/s/ Eamonn O’Hare
Name:	Eamonn O’Hare

EX-10.5

Exhibit 10.5

THIRD AMENDED & RESTATED

EMPLOYMENT AGREEMENT

THIS THIRD AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of September 15, 2009 (the “Effective Date”), by and between Virgin Media Inc., a Delaware corporation (the “Company”), and Bryan H. Hall (the “Executive”).

WHEREAS, on 3 March 2006, NTL Incorporated and Telewest Global, Inc. effected a merger transaction (the “Merger”), structured as a reverse acquisition, whereby Telewest Global, Inc. acquired NTL Incorporated and both companies changed their names so that Telewest Global, Inc. became “NTL Incorporated” and former NTL Incorporated became “NTL Holdings Inc.” (“Old NTL”) and thereafter the Company was renamed “Virgin Media Inc.”;

WHEREAS, as a result of the Merger, Old NTL became a wholly owned subsidiary of the Company and shares of Old NTL were converted into shares of the Company, so that one share of common stock of Old NTL became two and a half shares of the common stock of the Company after giving effect to the Merger;

WHEREAS, the Executive has been employed as the Secretary and General Counsel of Old NTL since June 15, 2004 and as Secretary and General Counsel of the Company since the closing of the Merger on 3 March 2006, pursuant to the terms of an Employment Agreement dated as of 28 May 2004, as extended by the Amended & Restated Employment Agreement dated as of December 8, 2006, the Second Amended & Restated Employment Agreement dated as of August 4, 2008 and the letter agreement dated July 28, 2009 (such extensions, the “Extension” and the Employment Agreement as so extended, the “Original Agreement”);

WHEREAS, the Company and the Executive each desire to amend and restate the Original Agreement in its entirety to extend the Employment Term, to provide for certain stock option grants to the Executive and to provide for his continued employment with the Company;

WHEREAS the parties intend that (i) the Executive will reside in the United Kingdom and perform duties on behalf of the consolidated enterprise as its General Counsel while present in the United Kingdom, particularly with regard to the U.K. business, and (ii) he will travel to the United States where he will perform duties on behalf of the Company as its General Counsel, in each case upon the terms and conditions of this Agreement; and

WHEREAS, the Executive wishes to accept such employment and to render services to the Company on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.            Amendment.  The Original Agreement is hereby amended and restated in its entirety by this Agreement. The parties previously agreed to assign the terms of the Original Agreement, as amended and restated in the Extension, to the Company from Old NTL and accordingly the term “Company” refers to Virgin Media Inc. (f/k/a NTL Incorporated), the ultimate parent entity.  In connection with such assignment, the parties previously agreed that (i) all rights of Old NTL under the Original Agreement are now rights of the Company under this Agreement and shall be enforceable against the Executive solely by the Company, (ii) all rights of the Executive under the Original Agreement shall be enforceable by the Executive solely against the Company, (iii) all obligations of Old NTL under the Original Agreement are now obligations of the Company under this Agreement and shall be enforceable by the Executive solely against the Company and (iv) all obligations of the Executive under the Original Agreement shall be enforceable against the Executive solely by the Company.  The Executive previously released and waived Old NTL from any and all claims he may have had against it as of the date of the Extension and acknowledged that, from and after the date thereof, such claims shall be asserted solely against the Company. This Agreement shall be effective as of the Effective Date.

2.            Employment Term.

                               (a)The term of the Executive’s employment pursuant to this Agreement (the “Employment Term”) shall commence as of the Effective Date and shall end on January1, 2011, unless the Employment Term terminates earlier pursuant to Section 7 of this Agreement.  The Employment Term may be extended by mutual agreement of the Company and the Executive.

                               (b)Title; Duties.  During the Employment Term, the Executive shall serve the Company as its General Counsel and, in such capacity, shall perform such duties, services and responsibilities as are commensurate with such position.  In his capacity as General Counsel, the Executive shall report to the Chief Executive Officer of the Company and shall perform such duties, services and responsibilities as are reasonably requested from time to time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”) and normal and customary for this position. During the Employment Term, the Executive shall be based in the United Kingdom but shall undertake such overseas travel as is necessary for the proper performance of his duties hereunder.

During the Employment Term, the Executive shall devote substantially all of his time to the performance of the Executive’s duties hereunder and will not, without the prior written approval of the Chief Executive Officer of the Company, engage in any other business activity which interferes in any material respect with the performance of the Executive’s duties hereunder or which is in violation of written policies established from time to time by the Company.  Nothing contained in this Agreement shall preclude the Executive from devoting a reasonable amount of time and attention during the Employment Term to (A) continuing legal education, including, without limitation, any and all continuing legal education efforts as may be required to remain in good standing with the bar of the State of New York (which may include attendance at seminars and other similar events) and (B) (i) serving, with the prior approval of the Board, as a non-executive director, trustee or member of a committee of any for-profit organizations; (ii) engaging in charitable and community activities (including pro bono legal services); and (iii) managing personal and family investments and affairs, so long as any activities of the Executive which are within the scope of clauses (A) and (B) (i), (ii) and (iii) of this Section 2(b) do not interfere in any material respect with the performance of the Executive’s duties hereunder.

3.            Monetary Remuneration.

                               (a)Base Salary.  During the Employment Term, in consideration of the performance by the Executive of the Executive’s obligations hereunder to the Company and its parents, subsidiaries, associated and affiliated companies and joint ventures (collectively, the “Company Affiliated Group”) in any capacity (including any services as an officer, director, employee, member of any Board committee or management committee or otherwise), the Company shall cause to be paid to the Executive an annual salary of (x) £300,000 in respect of the period prior to September 12, 2006; (y) £320,000 in respect of the period on and following September 12, 2006; and (z) £375,000 in respect of the period on and following July 1, 2008, subject to any increase through “pay review” or otherwise for calendar year 2009 or 2010 as may be offered by the Company in its sole discretion (the “Base Salary”); and, provided further, that in the event salary raises or other compensation increases are proposed for Group Executive Committee members, the Company will consider such raises or increases for the Executive.  The Base Salary shall be payable in accordance with normal payroll practices in effect from time to time for senior management generally; provided, that the Executive may elect to receive all or any portion of the Base Salary or other cash payments in U.S. dollars, subject to the Company’s Exchange Rate Policy in effect from time to time. The Executive shall receive no additional compensation for services that he provides to the Company Affiliated Group other than as set forth in this Agreement or as may otherwise be agreed in writing.

                               (b)Annual Bonus/Other.

(i) (x)  During each fiscal year of the Company that the Employment Term is in effect, the Executive shall be eligible to earn a bonus, paid in U.S. dollars, in the sole discretion of the Board pursuant to the terms of the Company’s Executive Bonus Scheme, in cash, shares (restricted or otherwise) of the Company, or options or phantom options over such shares or a mixture thereof at the discretion of the Company’s Compensation Committee, in the expected range of 0% to 150% (75% on-target) (prorated for any partial fiscal year) (the “Annual Bonus”); provided, that, for purposes of determining the percentage of Base Salary as to which the Annual Bonus is measured, the Base Salary shall be determined as if the Executive had elected to be paid entirely in U.S. dollars; and provided, further, that the Executive may elect prior to the payment of the Annual Bonus to convert all or any portion of the Annual Bonus into U.K. pounds sterling at the exchange rate offered under the Company’s Exchange Rate Policy as in effect from time to time. The Executive shall be entitled to the Annual Bonus for the calendar year of 2010 if any bonus would otherwise have been paid to him had he been employed in the 2011 calendar year, subject to prorating and to being paid at the same time that the Annual Bonus is made to participants generally.  In addition, if the Executive remains employed through December 31, 2010, he shall be entitled to any LTIP restricted stock unit payment with respect to the 2008-2010 LTIP and, if permitted under the Company’s policy, the 2009-2011 LTIP, but not the 2010-2012 LTIP; in the case of the 2009-2011 LTIP, subject to prorating and to being paid at the same time that the LTIP payment is made to participants generally.

(y)           If the Company’s Compensation Committee determines that the Executive’s gross negligence, fraud or other misconduct has contributed to the any member of the Company Affiliated Group having to restate all or a portion of its financial statements, the Company’s Compensation Committee may if it determines in its sole judgment that it is in the Company Affiliated Group 's interest to do so, require reimbursement by the Executive of any payment made under any bonus scheme where: (1) the payment under that bonus scheme was predicated upon achieving certain financial results that were subsequently the subject of a restatement of financial statements of any member of the Company Affiliated Group filed with the Securities and Exchange Commission and/or the satisfaction of financial results or other performance metric criteria which the Company’s Compensation Committee subsequently determined were materially inaccurate; (2) the Company’s Compensation Committee determines that the Executive’s gross negligence, fraud or other misconduct contributed to the need for the restatement and/or inaccuracy; and (3) a lower bonus payment or award would have been made to the Executive based upon the restated financial results or accurate financial results or performance metric criteria.  In any such case the Company’s Compensation Committee may, to the extent permitted by applicable law, recover from the Executive, whether or not he remains in employment with the Company Affiliated Group, the amount by which the Executive’s bonus payment or award for the relevant period exceeded the lower payment or award, if any, that would have been made based on the restated financial results or accurate financial results or performance metric criteria.  The Executive agrees that he will upon demand by any member of the Company Affiliated Group repay to the Company Affiliated Group the sum so demanded within 21 days of receiving the demand for payment and whether or not he remains the employee of the Company Affiliated Group together with interest whichever is the greater of 5% or 1% above the Bank of England minimum lending rate from time to time from the date of the bonus payment or award to the date of actual repayment.”

                               (c)Expatriate Package.  During the Employment Term and for any period during which the Executive is required by the Company to live in the United Kingdom, the Executive and his family shall have the right to receive the benefits of the Company’s standard expatriate benefits package (as applied to comparable United States expatriate employees of the Company), but in any event such benefits will be consistent with the terms set forth in Appendix A.  Tax equalization shall be consistent with existing Company Tax Equalization Policy, attached as Appendix B and incorporated herein by reference.

4.            Equity-Based Compensation.

During the Employment Term, the Executive shall be eligible to receive options to purchase common stock of the Company in addition to being entitled to the options described in Appendix C at such exercise prices, schedules as to exercisability and other terms and conditions as determined in the sole discretion of the Board or its Compensation Committee under the Virgin Media Inc. 2006 Stock Incentive Plan or any successor plan.

5.            Benefits.

                               (a)General.    During the Employment Term, the Executive shall be entitled to participate in all of the employee benefit plans, programs, policies and arrangements (including fringe benefit and executive perquisite programs and policies) made available by the Company Affiliate Group to, or for the benefit of, its executive officers in accordance with the terms thereof as they may be in effect from time to time, in so far as such benefits are capable of being provided in the United Kingdom.

                               (b)Reimbursement of Expenses.  During the Employment Term, the Company shall cause the Executive to be reimbursed for all reasonable business expenses incurred by the Executive in carrying out the Executive’s duties, services and responsibilities under this Agreement, and reasonable expenses incurred in connection with maintaining admission to practice in the State of New York, so long as the Executive complies with the general procedures of the Company Affiliated Group for submission of expense reports, receipts or similar documentation of such expenses applicable to senior management generally.

6.            Vacations.  For each whole and partial calendar year during the Employment Term, the Executive shall be entitled in addition to public and statutory holidays to 28 days of paid vacation (prorated for any partial calendar year), to be credited and taken in accordance with the Company’s policy as in effect from time to time for its similarly situated executives.

7.            Termination; Severance.

                               (a)Termination of Employment.  The Company may terminate the employment of the Executive in a Termination Without Cause upon 30 days’ written notice to the Executive.  The Company may (at its discretion) at any time following the giving of such notice (but not exceeding the length of the notice given) cease to provide work for the Executive in which event during such notice period the other provisions of this Agreement shall continue to have full force and effect but the Executive shall not be entitled to access to any premises of the Company or any member of the Company Affiliated Group.  In addition, the employment of the Executive shall automatically terminate as of the date on which the Executive dies or is Disabled.  For the purposes of this Agreement, the Executive shall be “Disabled” as of any date if, as of such date, the Executive has been unable, due to physical or mental incapacity, to substantially perform the Executive’s duties, services and responsibilities hereunder either for a period of at least 180 consecutive days or for at least 270 days in any consecutive 365-day period, whichever may be applicable.  Upon termination of the Executive’s employment during the Employment Term because the Executive dies or is Disabled, the Company shall cause the Executive (or the Executive’s estate, if applicable) to be provided with death or disability benefits (as applicable) pursuant to the plans, programs, policies and arrangements of the Company Affiliated Group as are then in effect with respect to executive officers.  In addition, upon any termination of the Executive’s employment during the Employment Term, the Company shall cause the Executive to be paid any earned but unpaid portion of the Base Salary and other than in connection with a termination pursuant to Section 7(d), to be paid, in accordance with the Company’s bonus policy then in effect, the Annual Bonus (if any) on or about March 2010 with respect to the 2009 fiscal year or on or about March 2011 with respect to the 2010 fiscal year, as applicable. The Company’s bonus policy may affect the timing of any payment, the proration factor and may provide for non payment of the bonus. Immediately following termination of the Executive’s employment for any reason, the Employment Term shall terminate.

                               (b)Termination Without Cause; Constructive Termination Without Cause.  Upon (x) a Termination Without Cause or (y) a Constructive Termination Without Cause, the Company shall, as soon as practicable following the Executive’s execution and delivery to the Company of the general release of claims set forth in Section 7(g) and, following the expiration of any applicable revocation period, cause the Executive to be paid a lump-sum severance payment of cash equal to the product of the Base Salary times 2 except that  in connection with a Constructive Termination Without Cause occurring in connection with a Change in Control (as defined under clause (F) of the definition of Constructive Termination Without Cause), it shall be Base Salary times 3.

                               (c)Termination upon Non-Renewal of the Employment Term.  Unless the parties hereto agree otherwise, the Employment Term and the Executive’s employment with the Company shall end on January 1, 2011.  In connection with such termination of employment, the Company shall, as soon as practicable following the Executive’s execution and delivery to the Company of the general release set forth in Section 7(g) and following the expiration of any applicable revocation period, cause the Executive to be paid a lump-sum severance payment of cash equal to the Base Salary then in effect.  In addition, in connection with a termination of employment pursuant to this Section 7(c), the Company shall cause the Executive to be paid the Annual Bonus for the Company’s 2010 fiscal year, the 2008–2010 LTIP and the 2009-2011 LTIP (pro-rated if permitted under the Company’s policy), determined based on actual satisfaction of any applicable performance goals during such fiscal year, with such bonus to be paid when paid to the other participants in the scheme and without application of any mandatory deferral provisions or continued employment requirements.

                               (d)Upon a termination of the Executive’s employment during the Employment Term by the Company for Cause, or upon termination by the Executive with 30 days’ written notice given to the Company (other than a Constructive Termination Without Cause), the Executive shall be entitled to earned but unpaid Base Salary and benefits through the date of termination, and the Executive shall not be entitled to any other payments or benefits.

                               (e)Upon any termination of the Executive’s employment during the Employment Term other than by the Company for Cause, the Company shall pay for the continued medical benefits for the Executive and his family under (and in accordance with the terms of) COBRA for a period of twelve (12) months following such termination; for the avoidance of doubt this provision applies upon a termination pursuant to Section 7(c) hereof.  The Executive shall pay for the remaining COBRA entitlement period.

For purposes of this Agreement:

(i)A “Constructive Termination Without Cause” means a termination of the Executive’s employment during the Employment Term by the Executive following the occurrence of any of the following events without the Executive’s prior consent: (A) failure by the Company to continue the Executive as the General Counsel (excluding a promotion); (B) any material diminution in the Executive’s working conditions or authority, responsibilities or authorities; (C) assignment to the Executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with his position as set forth herein; (D) any materially adverse change in the reporting structure applicable to the Executive (but not including a change in the person filling the position to which the Executive reports); (E) the failure of the Company to maintain commercially reasonable directors’ and officers’ liability insurance; or (F) a Change in Control occurs and the Executive is terminated in a Termination Without Cause during the period commencing on the date of the Change in Control and ending on the first anniversary thereof.  For purposes of this Agreement, a “Change in Control” is defined in Appendix D, and incorporated by reference.  The Executive shall give the Company 10 days’ notice of the Executive’s intention to terminate the Executive’s employment and claim that a Constructive Termination Without Cause (as defined in (A), (B), (C), (D), (E) or (F) above) has occurred, and such notice shall describe the facts and circumstances in support of such claim in reasonable detail.  The Company shall have 10 days thereafter to cure such facts and circumstances if possible.

(ii)A “Termination Without Cause” means a termination of the Executive’s employment during the Employment Term by the Company other than for Cause or by reason of the Executive being Disabled.

(iii)“Cause” means (x) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony or to any crime involving fraud, embezzlement or breach of trust; (y) the willful or continued failure of the Executive to perform the Executive’s duties hereunder (other than as a result of physical or mental illness); or (z) in carrying out the Executive’s duties hereunder, the Executive has engaged in conduct that constitutes gross neglect or willful misconduct, unless the Executive believed in good faith that such conduct was in, or not opposed to, the best interests of the Company and each member of the Company Affiliated Group.  The Company shall give the Executive 10 days’ notice of the Company’s intention to terminate the Executive’s employment and claim that facts and circumstances constituting Cause exist, and such notice shall describe the facts and circumstances in support of such claim.  The Executive shall have 10 days thereafter to cure such facts and circumstances if possible.  If the Board reasonably concludes that the Executive has not cured such facts or circumstances within such time, Cause shall not be deemed to have been established unless and until the Executive has received a hearing before the Board (if promptly requested by the Executive) and a majority of the Board within 10 days of the date of such hearing (if so requested) reasonably confirms the existence of Cause and the termination of the Executive therefor.

                               (f)Effect of Section 409A of the Internal Revenue Code.  If the Executive is a “specified employee” on the date of termination of the Executive’s employment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations there under, notwithstanding any provision of the Agreement relating to the timing of payments to the Executive hereunder, if Section 409A would cause the imposition of the additional tax under Section 409A if paid as provided in Section 7 of the Agreement, then such payment shall be paid upon the day following the six-month anniversary of the date of termination. For purposes of this Agreement, “Specified Employee” shall mean a “specified employee” within the meaning of Code section 409A(a)(2)(B)(i), as determined by the Company’s Compensation Committee.

                               (g)Release; Full Satisfaction.  Notwithstanding any other provision of this Agreement, no severance pay shall become payable under this Agreement unless and until the Executive and the Company execute the general release of claims in form and manner reasonably satisfactory to the Company and substantially similar to Appendix E, and such release has become irrevocable (it being the intention of the parties that the Executive provide the Company with a complete release of any and all claims as a condition to the receipt of the severance pay under this Agreement); provided, that the Executive shall not be required to release any indemnification rights, rights to accrued benefits under the Company’s employee benefit plans, or rights to future payments or benefits under this Agreement.  The payment of severance pay to be provided to the Executive pursuant to this Section upon termination of the Executive’s employment shall constitute the exclusive payment in the nature of severance or termination pay or salary continuation which shall be due to the Executive upon a termination of employment and shall be in lieu of any other such payments under any plan, program, policy or other arrangement which has heretofore been or shall hereafter be established by any member of the Company Affiliated Group and shall be in respect of any such claims or payments due or arising from any benefits, rights or entitlements in any jurisdiction.

                               (h)Resignation.  Upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions with any member of the Company Affiliated Group, as applicable.

(i)Cooperation Following Termination.  Following termination of the Executive’s employment for any reason, the Executive agrees to reasonably cooperate with the Company upon the reasonable request of the Board and to be reasonably available to the Company with respect to matters arising out of the Executive’s services to any member of the Company Affiliated Group.  The Company shall cause the Executive to be reimbursed for, or, at the Executive’s request, cause the Executive to be advanced, expenses reasonably incurred in connection with such matters.

8.            Executive’s Representation.  The Executive represents to the Company that the Executive’s execution and performance of this Agreement do not violate any agreement or obligation (whether or not written) that the Executive has with or to any person or entity including, without limitation, any prior employer.

9.            Executive’s Covenants.

                               (a)Confidentiality.  The Executive agrees and understands that the Executive has been, and in the Executive’s position with the Company the Executive will be, exposed to and receive information relating to the confidential affairs of the Company Affiliated Group, including, without limitation, technical information, business and marketing plans, strategies, customer (or potential customer) information, other information concerning the products, promotions, development, financing, pricing, technology, inventions, expansion plans, business policies and practices of the Company Affiliated Group, whether or not reduced to tangible form, and other forms of information considered by the Company Affiliated Group to be confidential and in the nature of trade secrets.  The Executive will not knowingly disclose such information, either directly or indirectly, to any person or entity outside the Company Affiliated Group without the prior written consent of the Company; provided, however, that (i) the Executive shall have no obligation under this Section 9(a) with respect to any information that is or becomes publicly known other than as a result of the Executive’s breach of the Executive’s obligations hereunder and (ii) the Executive may (x) disclose such information to the extent he determines that so doing is reasonable or appropriate in the performance of the Executive’s duties or, (y) after giving prior notice to the Company to the extent practicable, under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or by judicial or regulatory process.  The Executive shall comply with the Company’s data protection policies.  Upon termination of the Executive’s employment, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive in the course of or otherwise in connection with the Executive’s services to the Company Affiliated Group during or prior to the Employment Term.

                               (b)Non-Competition and Non-Solicitation.  During the period commencing upon the Effective Date and ending on the 18-month anniversary of the termination of the Executive’s employment with the Company, the Executive shall not, as an employee, employer, stockholder, officer, director, partner, associate, consultant or other independent contractor, advisor, proprietor, lender, or in any other manner or capacity (other than with respect to the Executive’s services to the Company Affiliated Group), directly or indirectly:

(i)perform services for, or otherwise have any involvement with, any business unit of a person, where such business unit competes directly or indirectly with any member of the Company Affiliated Group by (x) owning or operating broadband or mobile communications networks for telephone, mobile telephone, cable television or internet services, (y) providing mobile telephone, fixed line telephone, television or internet services or (z) owning, operating or providing any content-generation services or television channels, in each case principally in the United Kingdom (the “Core Businesses”); provided, however, that this Agreement shall not prohibit the Executive from owning up to 1% of any class of equity securities of one or more publicly traded companies;

(ii)hire any individual who is, or within the six months prior to the Executive’s termination was, an employee of any member of the Company Affiliated Group whose base salary at the time of hire exceeded £65,000 per year and with whom the Executive had direct contact (other than on a de minimis basis); or

(iii)solicit, in competition with any member of the Company Affiliated Group in the Core Businesses, any business, or order of business from any person that the Executive knows was a current or prospective customer of any member of the Company Affiliated Group during the Executive’s employment and with whom the Executive had contact; provided, that, notwithstanding the foregoing, the Executive shall not be deemed to be in violation of clause (i) or clause (iii) of the foregoing by virtue of (i) rejoining Fried, Frank, Harris, Shriver & Jacobson LLP (or any of its successors or affiliates) as a partner, member or employee, and acting in such capacity or (ii) acting as an attorney (as partner, shareholder, member or employee) or vice president, director or managing director or in a similar position at any other law firm, investment banking firm or consulting firm, institutional investor or similar entity, in each case so long as the Executive takes reasonable steps to insulate himself from the businesses and activities of any such entity that compete with the Core Businesses during any period that this Section 9(b) is in effect.

                               (c)Proprietary Rights.  The Executive assigns all of the Executive’s interest in any and all inventions, discoveries, improvements and patentable or copyrightable works initiated, conceived or made by the Executive, either alone or in conjunction with others, during the Employment Term and related to the business or activities of any member of the Company Affiliated Group to the Company or its nominee.  Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments that the Company shall in good faith deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interest of any member of the Company Affiliated Group therein.  These obligations shall continue beyond the conclusion of the Employment Term with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive during the Employment Term.

                               (d)Acknowledgment.  The Executive expressly recognizes and agrees that the restraints imposed by this Section 9 are reasonable as to time and geographic scope and are not oppressive.  The Executive further expressly recognizes and agrees that the restraints imposed by this Section 9 represent a reasonable and necessary restriction for the protection of the legitimate interests of the Company Affiliated Group, that the failure by the Executive to observe and comply with the covenants and agreements in this Section 9 will cause irreparable harm to the Company Affiliated Group, that it is and will continue to be difficult to ascertain the harm and damages to the Company Affiliated Group that such a failure by the Executive would cause, that the consideration received by the Executive for entering into these covenants and agreements is fair, that the covenants and agreements and their enforcement will not deprive the Executive of an ability to earn a reasonable living, and that the Executive has acquired knowledge and skills in this field that will allow the Executive to obtain employment without violating these covenants and agreements.  The Executive further expressly acknowledges that the Executive has received an opportunity to consult independent counsel before executing this Agreement.

10.           Indemnification.

                                (a)To the extent permitted by applicable law, the Company shall indemnify the Executive against, and save and hold the Executive harmless from, any damages, liabilities, losses, judgments, penalties, fines, amounts paid or to be paid in settlement, costs and reasonable expenses (including, without limitation, attorneys’ fees and expenses), resulting from, arising out of or in connection with any threatened, pending or completed claim, action, proceeding or investigation (whether civil or criminal) against or affecting the Executive by reason of the Executive’s service from and after the Effective Date as an officer, director or employee of, or consultant to, any member of the Company Affiliated Group, or in any capacity at the request of any member of the Company Affiliated Group, or an officer, director or employee thereof, in or with regard to any other entity, employee benefit plan or enterprise (other than arising out of the Executive’s acts of misappropriation of funds or actual fraud).  In the event the Company does not compromise or assume the defense of any indemnifiable claim or action against the Executive, the Company shall promptly cause the Executive to be paid to the extent permitted by applicable law all costs and expenses incurred or to be incurred by the Executive in defending or responding to any claim or investigation in advance of the final disposition thereof; provided, however, that if it is ultimately determined by a final judgment of a court of competent jurisdiction (from whose decision no appeals may be taken, or the time for appeal having lapsed) that the Executive was not entitled to indemnity hereunder, then the Executive shall repay forthwith all amounts so advanced.  The Company may not agree to any settlement or compromise of any claim against the Executive, other than a settlement or compromise solely for monetary damages for which the Company shall be solely responsible, without the prior written consent of the Executive, which consent shall not be unreasonably withheld.  This right to indemnification shall be in addition to, and not in lieu of, any other right to indemnification to which the Executive shall be entitled pursuant to the Company’s Certificate of Incorporation or By-laws or otherwise.

                               (b)Directors’ and Officers’ Insurance.  The Company shall use its best efforts to maintain commercially reasonable directors’ and officers’ liability insurance during the Employment Term which will cover the Executive.

11.           [intentionally deleted]

12.           Miscellaneous.

                               (a)Non-Waiver of Rights.  The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party to enforce each and every provision in accordance with its terms.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar conditions or provisions at that time or at any prior or subsequent time.

                               (b)Notices.  All notices required or permitted hereunder will be given in writing, by personal delivery, by confirmed facsimile transmission (with a copy sent by express delivery) or by express next-day delivery via express mail or any reputable courier service, in each case addressed as follows (or to such other address as may be designated):

If to the Company:	Media House, Bartley Wood Business Park, Hook, Hampshire RG27 9UP Attention: Group HR Director Fax: +44 1256 752 454
If to the Executive:	Bryan H. Hall [INTENTIONALLY OMITTED]

Notices that are delivered personally, by confirmed facsimile transmission, or by courier as aforesaid, shall be effective on the date of delivery.

                               (c)Binding Effect; Assignment.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) and assigns.  Notwithstanding the provisions of the immediately preceding sentence, the Executive shall not assign all or any portion of this Agreement without the prior written consent of the Company.

                               (d)Withholding: Social Security.  The Company shall withhold or cause to be withheld from any payments made pursuant to this Agreement all federal, state, city, foreign or other taxes and social security or similar payments as shall be required to be withheld pursuant to any law or governmental regulation or ruling in accordance with the Tax Equalization Policy set forth in Appendix B.  Notwithstanding the foregoing, the Executive shall remain responsible for all such amounts as he may owe in respect of his compensation hereunder.  Any payments made pursuant to this Agreement will be subject to US social security deductions for the Employment Term and the Company and the Executive shall be responsible for making their respective employer and employee contributions thereto, and the Executive hereby authorizes the Company to deduct from any payments to be made to the Executive his employee social security contributions and remit these to the relevant authority.

                               (e)Data Protection.  In accordance with relevant data protection legislation, the Company will hold and process the information it collects relating to the Executive in the course of the Executive’s employment for the purposes of employee administration, statistical and record keeping purposes, including information for occupational health and pension purposes.  This may include information relating to the Executive’s physical or mental health.  Some of the Executive’s information may be processed outside the European Economic Area, including without limitation in the United States.  The Executive’s information will be treated confidentially and will only be available to authorized persons.

                               (f)Entire Agreement.  This Agreement (as amended and restated hereby) constitutes the complete understanding between the parties with respect to the Executive’s employment and supersedes any other prior oral or written agreements, arrangements or understandings between the Executive and any member of the Company Affiliated Group (except, for avoidance of doubt, agreements evidencing equity compensation granted to the Executive).  Without limiting the generality of this Section 12(f), effective as of the Effective Date, this Agreement supersedes any existing employment, retention, severance and change-in-control agreements or similar arrangements or understandings (collectively, the “Prior Agreements”) between the Executive and the Company and any member of the Company Affiliated Group, and any and all claims under or in respect of the Prior Agreements that the Executive may have or assert on or following the Effective Date shall be governed by and completely satisfied and discharged in accordance with the terms and conditions of this Agreement.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

                               (g)Severability.  If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

                               (h)Governing Law, Etc.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without regard, to the extent permitted by law, to any conflict of law rules which might result in the application of laws of any other jurisdiction).  The Executive irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and any federal court sitting in the State of New York. Each of the parties waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of or in connection with this Agreement and the employment and other matters that are the subject of this Agreement and agrees that any such action, claim or proceeding may be brought exclusively in a federal or state court sitting in the State of New York.

                               (i)Modifications.  Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.

                               (j)Number and Headings.  As used in this Agreement, the term “including” means “including without limitation”, references to Sections or Appendices refer to Sections or Appendices of this Agreement unless otherwise specifically provided.  Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply.  The headings contained herein are solely for purposes of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.

                               (k)Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(signature page follows)

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and the Executive has executed this Agreement as of the day and year first above written, in each case effective as of the Effective Date.

VIRGIN MEDIA INC.
	/s/ James F. Mooney
	By:  James F. Mooney
	Title:  Chairman of the Board

THE EXECUTIVE

/s/ Bryan H. Hall

Bryan H. Hall

Appendix A

[INTENTIONALLY OMITTED]

Appendix B
 

[INTENTIONALLY OMITTED]

Appendix C

Virgin Media Inc. Equity-Based Compensation

(1) Original Employment Term: Options to purchase common stock of NTL Incorporated

The Executive was granted 60,000 (150,000 post Merger) options at an exercise price equal to the fair market value on the date of execution of the employment agreement.

Vesting period = three years

The options granted vest 33% on each of June 15, 2005, 2006 and 2007.

Other terms:  The options are subject to the Company’s standard form of stock option agreement

The foregoing options were granted in 2004.

(2) Extended Employment Term: Restricted Stock

(a) On the then Effective Date, the Executive will be granted 67,500 shares of Restricted Stock, vesting over three years in equal installments on the following dates:

March 15, 2007

March 15, 2008

January 15, 2009

The shares of Restricted Stock will be subject to the Company’s standard form of Restricted Stock Agreement (including provisions automatically accelerating the vesting thereof upon a Change in Control). The foregoing stock was granted in December 2006.

(b) The Executive will be granted 150,000 options at an exercise price equal to the mid-market price on the then Effective Date, vesting over three years in equal installments on the following dates:

March 15, 2007

March 15, 2008

January 15, 2009

The options will be subject to the Company’s standard form of stock option agreement (including provisions automatically accelerating the vesting thereof upon an Acceleration Event). The foregoing options were granted in December of 2006.

(3) Second Extended Employment Term: Stock Options

The Executive will be granted 200,000 options to purchase stock of Virgin Media Inc. at an exercise price equal to the mid market price on the Effective Date, vesting in equal installments on the following dates:

100,000                                            June 30, 2009

100,000                                            December 31, 2009

(4)   Third Extended Employment Term: Stock Options

The Executive will be granted 100,000 options to purchase stock of Virgin Media Inc. at an exercise price equal to the mid-market price on the Effective Date, vesting on December 31, 2010.

The options will be subject to the terms of  the stock option agreement issued by the Company to the Executive (which agreement may set forth  any conditions to accelerated vesting of the options), the Virgin Media Inc. 2006 Stock Incentive Plan and the Company’s  insider trading policy.

.

Appendix D

A “Change in Control” shall be deemed to occur if the event set forth in any one of the following paragraphs shall have occurred:

(i)Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing 30% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (a) of Paragraph (iii) below; or

(ii)the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date the Plan is adopted by the Board of Directors of the Company (“Board”), constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, without limitation, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directory or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

(iv)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by the stockholders of the Company immediately prior to such sale.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

For purposes of this Appendix D:

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the Securities Exchange Act of 1934.

“Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof, except that such terms shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, except that a Person shall not be deemed to be the Beneficial Owner of any securities which are properly filed on a Form 13-G.

Appendix E

FORM OF RELEASE AGREEMENT

WHEREAS, Bryan H. Hall (the “Executive”) was employed by Virgin Media Inc. (the “Company”) as its General Counsel pursuant to a Third Amended & Restated Employment Agreement, dated as of September 15, 2009 (the “Employment Agreement”);

NOW, THEREFORE, in consideration of the following payments and benefits:

-   [list benefits] (collectively, the “Payments and Benefits”),

and the mutual release set forth herein, the Executive voluntarily, knowingly and willingly accepts the Payments and Benefits under this Release Agreement in full and final settlement of any claims which the Executive has brought or could bring against the Company in relation to the Executive’s employment or the termination of that employment and agrees to the terms of this Release Agreement.

        1.              The Executive acknowledges and agrees that the Company is under no obligation to offer the Executive the Payments and Benefits, unless the Executive consents to the terms of this Release Agreement. The Executive further acknowledges that he is under no obligation to consent to the terms of this Release Agreement and that the Executive has entered into this Release Agreement freely and voluntarily after having the opportunity to obtain legal advice in the United States and the United Kingdom.

         2.              The Executive voluntarily, knowingly and willingly releases and forever discharges the Company and its Affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, and the officers, directors, partners, shareholders, employees, agents of the foregoing, as well as each of their predecessors, successors and assigns (collectively, “Releasees”), from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever that the Executive or his executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have against Releasees by reason of any matter, cause or thing whatsoever arising prior to the time of signing of this Release Agreement by the Executive. The release being provided by the Executive in this Release Agreement includes, but is not limited to, any rights or claims relating in any way to the Executive’s employment relationship with the Company, or the termination thereof, or under any statute, including the United States federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990, the Executive Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, UK and European Union law for a redundancy payment or for remedies for alleged unfair dismissal, wrongful dismissal, breach of contract, unlawful discrimination on grounds of sex, race, age, disability, sexual orientation, religion or belief, unauthorized deduction from pay, non-payment of holiday pay and breach of the United Kingdom Working Time Regulations 1998, detriment suffered on a ground set out in section 47B of the Employment Rights Act 1996 (protected disclosures), breach of the National Minimum Wage Act 1998 and compensation under the Data Protection Act 1998, each as amended, and any other U.S. or foreign federal, state or local law or judicial decision.

         3.              The Executive acknowledges and agrees that he shall not, directly or indirectly, seek or further be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Releasee based on any event arising out of the matters released in paragraph 2. The Executive and the Company acknowledge that the conditions regulating compromise agreements in England and Wales including the Employment Rights Act 1996, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the Working Time Regulations 1998, the Employment Equality (Age) Regulations 2006 and the National Minimum Wage Act 1998 have been satisfied in respect of this Release Agreement.

         4.              Nothing herein shall be deemed to release (i) any of the Executive’s rights to the Payments and Benefits or (ii) any of the benefits that the Executive has accrued prior to the date this Release Agreement is executed by the Executive under the Company’s employee benefit plans and arrangements, or any agreement in effect with respect to the employment of the Executive or (iii) any claim for indemnification as provided under Section 10 of the Employment Agreement or (iv) the Executive’s right to defend any lawsuit or demand by the Company to recover any amounts pursuant to Section 3(b)(i)(y) of the Employment Agreement.

         5.              The Executive represents and warrants to the Company that:

                  (i)       Prior to entering into this Release Agreement, the Executive received independent legal advice from [   ] (the “UK Independent Adviser”), who has signed the certificate at Appendix 1;

                          (ii)      Such independent legal advice related to the terms and effect of this Release Agreement in accordance with the laws of England and Wales and, in particular, its effect upon the Executive’s ability to make any further claims under the laws of the United Kingdom in connection with the Executive’s employment or its termination;

                          (iii)     The Executive has provided the UK Independent Adviser with all available information which the UK Independent Adviser requires or may require in order to advise whether the Executive has any such claims; and

                          (iv)     The Executive was advised by the UK Independent Adviser that there was in force, at the time when the Executive received the independent legal advice, a policy of insurance covering the risk of a claim by the Executive in respect of losses arising in consequence of that advice.

        6.              The Company will contribute up to a maximum of £500 plus value added tax towards any legal fees reasonably incurred by the Executive in obtaining independent legal advice regarding the terms and effect of this Release Agreement under the laws of the United Kingdom.  The contribution will be paid following the Company receiving from the UK Independent Adviser’s firm an appropriate invoice addressed to the Executive and expressed to be payable by the Company.

        7.              The Executive acknowledges that he has been offered the opportunity to consider the terms of this Release Agreement for a period of at least forty-five (45) days, although he may sign it sooner should he desire. This release of claims given by the Executive herein will not become effective until seven days after the date on which the Executive has signed it without revocation.  Subject to no revocation taking place, the Release Agreement will, upon signature by both parties and the following the expiry of the revocation period, be treated as an open document evidencing a binding agreement.

         8.              This Release Agreement together with the attached letter dated <insert date> and the Employment Agreement (as amended hereby) constitute the entire agreement between the parties hereto, and supersede all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.

          9.              Except as provided in the next following sentence, all provisions and portions of this Release Agreement are severable.  If any provision or portion of this Release Agreement or the application of any provision or portion of this Release Agreement shall be determined to be invalid or unenforceable to any extent or for any reason, all other provisions and portions of this Release Agreement shall remain in full force and shall continue to be enforceable to the fullest and greatest extent permitted by law; provided, however, that, to the maximum extent permitted by applicable law, (i) if the validity or enforceability of the release or claims given by the Executive herein is challenged by the Executive or his estate or legal representative, the Company shall have the right, in its discretion, to suspend any or all of its obligations hereunder during the pendency of such challenge, and (ii) if, by reason of such challenge, such release is held to be invalid or unenforceable, the Company shall have no obligation to provide the Payments and Benefits.

         10.              This Release Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

IN WITNESS WHEREOF, the parties have executed this Release Agreement as of [insert date].

	VIRGIN MEDIA INC.
/s/	/s/
Bryan H. Hall	Name:
Date:_______________________________________	Title:

Appendix 1

Independent Adviser’s Certificate

I, [               ], certify that Bryan H. Hall (“the Executive”) has received independent legal advice from me as to the terms and effect of this Release Agreement under the laws of the United Kingdom in accordance with the provisions of the Employments Rights Act 1996, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the Working Time Regulations 1998, the Employment Equality (Age) Regulations 2006 and the National Minimum Wage Act 1998.

I also warrant and confirm that I am a solicitor of the Supreme Court of England and Wales, and hold a current practicing certificate.  My firm, [      ], is covered by a policy of insurance, or an indemnity provided for members of a profession or professional body, which covers the risk of any claim by the Executive in respect of any loss arising in consequence of such advice that I have given to him in connection with the terms of this agreement.

Signed:

Date:

EX-10.6

Exhibit 10.6

INCENTIVE STOCK OPTION NOTICE

Bryan H Hall

[INTENTIONALLY OMITTED]

This Option Notice (the "Notice”) dated as of September 15, 2009 (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. 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 100,000 shares of the Company’s Common Stock at a price of $12.79 per share (the “Option”).  The Option is intended to qualify as an Incentive Stock Option under US tax laws and the Company will treat it as such to the extent permitted by applicable law.

2.  Vesting.  The Option shall vest in full on December 31, 2010 provided that you are employed by the Company or one of its subsidiary corporations on each such vesting date.

3.  Acceleration Event.  In the event you are subject to a termination of employment by the Company without Cause or you terminate your employment for Good Reason in either case within twelve (12) months following an Acceleration Event, the Option shall vest and become exercisable as to all of the shares subject to the Option.  For purposes of this Section 3, Good Reason shall mean a termination of your employment by you following the occurrence of any of the following events without your consent: (i) a material breach by the Company of any of the covenants in the employment agreement between you and Virgin Media Limited dated as of September 15, 2009 (the “Employment Agreement”), (ii) any material reduction in your base salary under Section 3(a) of the Employment Agreement, or (iii) any material and adverse change in your position, title or status or any change in your job duties, authority or responsibilities to those of lesser status.  You shall give the Company ten (10) days notice of your intention to terminate your employment for Good Reason (as defined in (i) through (iii) above) has occurred, and such notice shall describe the facts and circumstances in support of such claim in reasonable detail.  The Company shall have ten (10) days thereafter to cure such facts and circumstances if possible.

4.  Exercise Period. Except as set forth in paragraph 2, the Option shall stop vesting immediately upon the termination of your employment and any portion of the Option that is not vested at the time of termination of your employment shall immediately be forfeited and cancelled.  Your right to exercise that portion of the Option that is vested at the time of your termination shall terminate on the earlier of the following dates: (a) three months after the termination of your employment 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) September 14, 2019.

5.  Manner of Exercise.  The 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 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).

6.  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 this Option may be exercised during your lifetime only by you or your guardian or legal representative.

VIRGIN MEDIA INC.

/s/ Neil Berkett

Name:   Neil Berkett

Title      Chief Executive Officer

EX-99.1

Exhibit 99.1

Press Release

17/09/09

Virgin Media Appoints Eamonn O'Hare as CFO

LONDON, Sept. 17, 2009 (GLOBE NEWSWIRE) -- Virgin Media Inc. (Nasdaq:VMED) today announced the appointment of Eamonn O'Hare as its chief financial officer. Mr O'Hare will assume CFO responsibilities in November.

For most of the past four years Mr O'Hare has been the UK finance director of Tesco plc, one of the world's largest retailers with around 2000 stores and sales of more than GBP 40bn in the UK alone.

Prior to joining Tesco, Mr O'Hare played a key role in the turnaround of what was Energis plc. Following its debt restructuring in 2002, he joined the telecommunications network operator as chief financial officer and was part of the management team which guided the company to its first ever operating profit. Before joining Energis, Mr O'Hare spent ten years with PepsiCo in a series of senior international finance and general management positions.

Commenting on Mr O'Hare's appointment, Virgin Media's CEO, Neil Berkett, said: "As well as an understanding of the UK telecoms sector, Eamonn brings with him an impressive combination of financial and operational expertise, a proven track record of driving change in large consumer-focused companies and extensive capital markets experience. I'm delighted to welcome someone of his pedigree to our senior management team."

Eamonn O'Hare said: "This is a great time to be joining Virgin Media. With its next generation network and unrivalled range of cutting edge products, the company is uniquely positioned for growth in this fast-changing sector. I'm looking forward to working with Neil and his management team in accelerating Virgin Media's transformation to the most consumer-focused company in the industry."

About Virgin Media

With almost 10 million customers, Virgin Media is the UK's first quad-play provider of broadband, TV, phone and mobile.

The company is one of the largest residential broadband providers in the UK, using a unique fibre optic cable network to deliver next generation ultrafast internet access of up to 50Mb to just over half of all homes. Combined with a high speed ADSL service and mobile broadband products, Virgin Media is able to offer broadband internet access to virtually the entire country.

Virgin Media has the UK's most advanced TV on demand service and is the only TV platform to carry BBC iPlayer. It is the second largest provider of pay TV, was the first to launch a high definition TV service and offers a high-specification, HD-ready V+ personal video recorder.

The company operates the most popular virtual mobile network in the UK which, when launched, was the world's first such mobile phone service. It is also one of the largest fixed-line home phone providers in the country.

Virgin Media also owns Virgin Media Television (VMtv) which runs seven entertainment channels, including Virgin1, LIVING, Bravo and Challenge. VMtv is a 50 per cent joint partner with BBC Worldwide in UKTV, which consists of ten channels including Dave, G.O.L.D., Watch and Alibi.

With operations based entirely in the UK, Virgin Media Inc. is listed on the NASDAQ Stock Market (VMED).

For more information, go to www.virginmedia.com

CONTACT:	Virgin Media Inc.
	Media contacts
	Corporate PR:
	Gareth Mead
	+44 (0) 20 7299 5703
	gareth.mead@virginmedia.co.uk
	Investor Relations:
	Vani Bassi
	+44 (0) 20 7299 5353
	vani.bassi@virginmedia.co.uk