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): April 14, 2008

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware	File No. 000-50886	59-3778427
(State of Incorporation)	(Commission File Number)	(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.

On April 14, 2008, Virgin Media Inc. (the “Company”) granted stock options and restricted stock units to its executive officers and other key employees of the Company and its subsidiaries pursuant to its long-term incentive program in respect of its 2008 through 2010 fiscal years (the “2008 LTIP”).  The 2008 LTIP is comprised of (1) option grants that vest based solely on time in five equal annual installments beginning January 1, 2009, and (2) restricted stock unit grants with cliff-vesting after three years that are linked to the achievement of performance criteria over the three-year period.

The performance criteria for the restricted stock units is based on a cumulative group simple cash flow in respect of the period from January 1, 2008 through December 31, 2010, being group operating profit before depreciation, amortization and other charges less fixed assets additions on an accrual basis. The performance criteria include minimum, on-target and maximum performance thresholds. Upon achievement of the minimum level of performance, 50% of the on-target number of restricted stock units will vest; upon achievement of the on-target level of performance, 100% of the on-target number of restricted stock units will vest; and upon achievement of the maximum level of performance, 200% of the on-target number of restricted stock units will vest.   Between these thresholds, vesting will be extrapolated on a linear basis.  If the performance is below the minimum threshold, the restricted stock units will lapse.

Options to purchase an aggregate of 4,613,645 shares of common stock and an aggregate of 2,816,454 restricted stock units (based on the maximum threshold of 200% being achieved) were awarded to approximately 121 award recipients.  If the on-target threshold is achieved, 1,408,227 restricted stock units will vest.  The exercise price of the option is $12.51 per share, being the mid-market stock price (the average of the highest and lowest stock prices) on the grant date of April 14, 2008.  Additional awards under the 2008 LTIP may be made in the future, but these awards are not expected to be material (individually or in the aggregate).

The 2008 LTIP is further described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2008.

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

Name of Executive	Number of Stock Options	Number of Restricted Stock Units
Neil A. Berkett Chief Executive Officer	142,785	87,164
Bryan H. Hall Secretary and General Counsel	85,565	52,234
Malcolm R. Wall Chief Executive Officer of the Content Division	93,590	57,132

The foregoing summary is qualified in its entirety by the text of the applicable grant agreements. A copy of the form of restricted stock agreement is attached as an exhibit to this report. The forms of non-qualified stock option notice and incentive stock option notice are unchanged from the forms filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Item 9.01.  Financial Statements and Exhibits

Exhibit	Description
10.1	Form of Restricted Stock Unit Agreement

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.

Dated: April 17, 2008	VIRGIN MEDIA INC.
	By:	/s/ Bryan H. Hall
		Bryan H. Hall
		Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Form of Restricted Stock Unit Agreement

EX-10.1

Exhibit 10.1

VIRGIN MEDIA INC.

FORM OF RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into as of [DATE] (“Grant Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and [NAME] (the “Employee”).

1.             Grant of Restricted Stock Units.  Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”), the Company hereby grants to the Employee a maximum of [NUMBER] Restricted Stock Units.  Unless the context otherwise requires, terms used but not defined herein shall have the same meaning as in the Plan.

2.             Vesting of Restricted Stock Units.

(a)            Vesting Schedule.  Except as otherwise provided in this Agreement, a number of Restricted Stock Units shall become non-forfeitable if and only if (i) the Performance Condition set out in Exhibit A has been met and (ii) the Employee has remained in the continuous employ of the Company from the Grant Date through the date on which the Restricted Stock Units are settled pursuant to Section 4 hereof.  The number of Restricted Stock Units that shall become non-forfeitable shall be calculated in accordance with the formula set forth in Exhibit A.

(b)           No Accelerated Vesting.  Notwithstanding Section 7(b)(2) of the Plan, the Restricted Stock Units shall not vest or become non-forfeitable upon the occurrence of an Acceleration Event.

(c)            Continuous Employment.  For purposes of this Agreement, the continuous employment of the Employee with the Company shall include employment with a Subsidiary Company, Parent Company or Affiliated Entity, and shall not be deemed to have been interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Company by reason of the transfer of the Employee’s employment among the Company, a Subsidiary Company, Parent Company or Affiliated Entity.

3.             Forfeiture of Restricted Stock Units.

(a)            Any Restricted Stock Units that have not theretofore become non-forfeitable shall be forfeited if the Employee ceases to be continuously employed by the Company prior to the date on which the Restricted Stock Units are settled pursuant to Section 4 hereof.  In the event of a forfeiture, forfeited Restricted Stock Units shall cease to be outstanding and the Employee shall cease to have right, title or interest in, to or on account of the forfeited Restricted Stock Units or any underlying shares of Common Stock.

(b)           For the purposes of this Agreement, where the Employee ceases to hold an office or employment with the Company because his employment is terminated by his employer without notice or where he terminates his employment with or without notice, his employment shall be deemed to cease on the date on which the termination takes effect or, if earlier, the date of giving notice. If the Employee’s employment is terminated by his employer with notice his employment shall be deemed to cease on the date when such notice expires.

4.             Settlement of Restricted Stock Units.  Upon Restricted Stock Units becoming non-forfeitable in accordance with Section 2 of this Agreement, each such Restricted Stock Unit shall entitle the Employee to, in the discretion of the Committee, one share of Common Stock or an amount of cash equal to the Fair Market Value of one share of Common Stock determined as of the date on which such Restricted Stock Units become non-forfeitable.  Settlement of the Restricted Stock Units shall occur on the “Prescribed Date” as nominated by the Committee. The Prescribed Date shall be a date on or after the date on which the Company’s annual audited financial statements for the year ending December 31, 2010 are filed with the SEC but shall not, in any event, be a date later than April 30, 2011.  In determining the Prescribed Date, the Committee shall take into account closed trading periods for the Common Stock and the Company’s Insider Trading Policy.  If settlement is made in the form of shares of Common Stock, such shares shall be evidenced by book entry registration or by a certificate registered in the name of the Employee.

5.             Dividend, Voting and Other Rights.  The Employee shall have none of the rights of a shareholder with respect to any shares of Common Stock underlying the Restricted Stock Units, including the right to vote such shares and receive any dividends that may be paid thereon until such time, if any, that shares of Common Stock are delivered to the Employee in settlement thereof; provided, that, upon the occurrence of an event set forth in Section 9 of the Plan, the Restricted Stock Units shall be subject to adjustment pursuant to Section 9 of the Plan.

6.             No Special Employment Rights.  Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to obligate the Company to continue the employment of the Employee for any period.

7.             Withholding.  It shall be a condition to the vesting of any Restricted Stock Units, the payment of cash hereunder, or the issuance of shares of Common Stock hereunder, as the case may be, that the Employee shall pay, or make provisions for payment of, all income, employment or other tax (or similar) and social security (or similar) withholding requirements in a manner that is satisfactory to the Company for the payment thereof.

8.             Miscellaneous.

(a)           Except as otherwise expressly provided herein, this Agreement may not be amended or otherwise modified in a manner that adversely affects the rights of the Employee, unless evidenced in writing and signed by the Company and the Employee.

(b)           All notices under this Agreement shall be delivered by hand, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, to the Employee at the address on file with the Company’s Payroll Department and to the Company at 909 Third Avenue, Suite 2863, New York, NY 10022, or at such other address as may be designated in a notice by either party to the other.

(c)           The Company shall not be obligated to issue any shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any applicable federal and state securities laws.

(d)           Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Employee under this Agreement without the Employee’s consent, except to the extent necessary to comply with applicable law.

(e)           This Agreement is subject to the terms and conditions of the Plan.  In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern.  The Committee, acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions that arise in connection with this Agreement.

(f)            Each provision of this Agreement shall be considered separable.  The invalidity or unenforceability of any provision shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

(g)           This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(h)           The failure of the Company or the Employee to insist upon strict performance of any provision hereunder, irrespective of the length of time for which such failure continues, shall not be deemed a waiver of such party’s right to demand strict performance at any time in the future.  No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation or provision hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

(i)            This Agreement is a matter entirely separate from any pension right or entitlement that the Employee may have and from his or her terms and conditions of employment, and, in particular (but without limiting the generality of the foregoing), if the Employee leaves the employment of the Company and any Parent Company, Subsidiary Company or Affiliated Entity or otherwise ceases to be an employee thereof, he or she shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under this Agreement which he or she might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever.

(j)            No term in this Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999, but this does not affect any rights or remedy of a third party which exists or is available apart from such Act.

IN WITNESS WHEREOF, the parties to the Agreement have duly executed and delivered this Agreement as of the date first written above.

VIRGIN MEDIA INC.

By:

Name:  

Title:

ACCEPTED AND AGREED

By:

Name: