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): June 10, 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 8.01.	Other Events.
Item 9.01.	Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX

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

Retirement of a Director at the Annual Meeting

As disclosed in the Company’s 2009 proxy statement, Mr. Edwin Banks’ term as a director expired at the annual meeting of stockholders (the “Annual Meeting”) of Virgin Media Inc. (the “Company”) held on June 10, 2009.

2009-2011 Long-Term Incentive Plan

In 2005, the compensation committee (the “Committee”) of the Board of Directors of the Company determined that it would be appropriate and in the best interests of stockholders and the Company to provide key senior managers and executives with long-term incentives. The Company’s long-term incentive plan (the “LTIP”) is designed to ensure senior managers meet stringent business performance targets, which are aligned with driving long-term stockholder value, over a three-year period.  The LTIP consists of awards of stock options and performance-related restricted stock units under the Company’s stock incentive plans. Stock options and restricted stock units are granted to eligible employees each year, in each case, in an amount with grant date fair value equal to 50% of the recipient’s annual base salary, giving a total grant date fair value of 100% of base salary.

On June 10, 2009, the Committee approved the Company’s 2009-2011 long-term incentive plan (the “2009 LTIP”), which includes the grant of stock options and restricted stock units to its executive officers (excluding the Chairman and the Chief Executive Officer) and other key employees of the Company and its subsidiaries.   The 2009 LTIP is comprised of (1) option grants that vest based solely on time in five equal annual installments beginning January 1, 2010, 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. On June 12, 2009 (the “Grant Date”), the Company granted the stock options and restricted stock units under the 2009 LTIP to the eligible participants.

Fair Value of the Awards

The grant date fair value of the options awarded under the 2009 LTIP was determined using the Black-Scholes pricing model, and the exercise price is equal to the average of the high and low stock prices of the Company’s common stock on the Grant Date.  The options will have a ten-year term and will vest, subject to continued employment, in twenty percent increments on each of January 1, 2010, 2011, 2012, 2013 and 2014, subject to accelerated vesting in the event of a change in control of the Company.

The grant date fair value of the restricted stock units awarded under the 2009 LTIP was based on the average of the high and low stock prices of the Company’s common stock on the Grant Date. The restricted stock units will vest if (1) the Company meets certain performance goals based on its long-term model for cumulative group simple cash flow in respect of the period from January 1, 2009 through December 31, 2011 and (2) the award recipient remains continuously employed by the Company or any of its subsidiaries through the payment date, which will be not later than April 30, 2012.

Performance Criteria for the Restricted Stock Units

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, 2009 through December 31, 2011, being operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, less fixed asset additions on an accrual basis (excluding additions in respect of Electronic Equipment Waste Obligations accrued under FASB Staff Position FAS 143-1).  The performance criteria include minimum and on-target performance levels. Each restricted stock unit agreement will establish a minimum level of performance below which no restricted stock units will vest and an on-target level of performance at which all of the restricted stock units (with a grant date fair value of 50% of base salary (based on the value of the restricted stock units on the Grant Date)) will vest.  Between these levels, vesting will be extrapolated on a linear basis. If the performance is below the minimum level, the restricted stock units will lapse.

Equivalent payments may be made in cash rather than common stock at the Committee’s discretion. If the award recipient’s employment terminates prior to the payment date or if the recipient has not entered into new terms and conditions of employment with the Company or any of its subsidiaries on terms satisfactory to the Company on or before July 31, 2009

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(unless otherwise agreed by the Company), the restricted stock units will be forfeited.  The vesting of the restricted stock units will not accelerate in the event of a change in control of the Company.

2009 LTIP Grants

Options to purchase an aggregate of approximately 4.0 million shares of common stock and an aggregate of approximately 1.6 million restricted stock units (based on the on-target level of 100% being achieved) were awarded to 117 award recipients.  The exercise price of the option is $8.73 per share, being the average of the high and low stock prices, on the Grant Date.  The options may not be exercised by a recipient unless such person has entered into new terms and conditions of employment with the Company or any of its subsidiaries on terms satisfactory to the Company on or before July 31, 2009.   If the exercise condition is not satisfied, the options will terminate in full on August 1, 2009 unless otherwise agreed by the Company.

Additional awards under the 2009 LTIP may be made during the 2009 fiscal year.

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 Officer	Number of Stock Options	Number of Restricted Stock Units
Bryan H. Hall
Secretary and General Counsel	88,590	35,311
Mark Schweitzer
Chief Commercial Officer	77,955	31,073

The foregoing summary is qualified in its entirety by the text of the applicable grant agreements. A copy of the form of restricted stock unit agreement, non-qualified stock option notice and incentive stock option notice are attached as exhibits to this report.

Item 8.01.  Other Events.

Annual Meeting

Election of Directors

At the Company’s Annual Meeting on June 10, 2009, the Company’s stockholders elected Neil A. Berkett, Steven J. Simmons and George R. Zoffinger as directors.  Their terms will expire at the Company’s 2012 annual meeting of stockholders.

Appointment of Ernst & Young LLP

At the Company’s Annual Meeting on June 10, 2009, the Company’s stockholders ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2009.

Approval of Additional Shares under the Sharesave Plan

At the Company’s Annual Meeting on June 10, 2009, the Company’s stockholders approved the issuance of an additional 7.0 million shares of the Company’s common stock under the Virgin Media Sharesave Plan. The terms of the Sharesave Plan were previously approved by the Company’s stockholders.

Audit Committee

On June 10, 2009, Mr. John N. Rigsby became a member of the Company’s Audit Committee.

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Item 9.01.  Financial Statements and Exhibits.

(d)

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

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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: June 16, 2009	VIRGIN MEDIA INC.
	By:	/s/Bryan H. Hall
		Bryan H. Hall
		Secretary

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EXHIBIT INDEX

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

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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 June 12, 2009 (“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: (i) has not entered into new terms and conditions of employment with the Company (or a Subsidiary Company, Parent Company or Affiliated Entity) on terms satisfactory to the Company on or before July 31, 2009 (unless otherwise agreed by the Company); and/or (ii) 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, 2011 are filed with the SEC but shall not, in any event, be a date later than April 30, 2012.  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:

EX-10.2

Exhibit 10.2

FORM OF NON-QUALIFIED STOCK OPTION NOTICE

[NAME]

[ADDRESS]

This Option Notice (the “Notice”) dated as of June 12, 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. This Option is subject to the terms and conditions set forth in the Plan, which is incorporated herein by reference, and defined terms used but not defined in this Notice shall have the meaning set forth in the Plan.

1.  Grant of Option.  The Company hereby irrevocably grants to you, as of the Grant Date, an option to purchase up to [Number] shares of the Company’s Common Stock at a price of $8.73 per share (the “Option”).  This Option is not intended to qualify as an Incentive Stock Option under U.S. tax laws and it is not intended to qualify as an approved Option under U.K. tax laws.

2.  Vesting.  This Option shall vest as to 20% of the shares on January 1, 2010 and as to an additional 20% of the shares on each January 1 thereafter, until fully vested.  Upon an Acceleration Event this Option, to the extent not yet vested, shall become 100% vested.  This Option shall stop vesting immediately upon the termination of your employment.

3.  Exercise Period.   This Option shall be exercisable as to any or all the shares as to which this Option has become exercisable for a period of 10 years from the date of grant.  Your right to exercise this 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) June 11, 2019.

4.  Condition to Exercise.  This Option may not be exercised in any circumstances unless and until the Company is satisfied that: (a) you have entered into a binding election in the form prescribed by the Company (the “Election”) pursuant to which you assume liability for the whole of the employers’ National Insurance contributions due in respect of share option gains arising from this Option; (b) you are at the time of exercise an employee of the Company, a Subsidiary Company, Parent Company or Affiliated Entity; (c) you have remained continuously so employed since the Grant Date; and (d) you have entered into new terms and conditions of employment with the Company (or a Subsidiary Company, Parent Company or Affiliated Entity) on terms satisfactory to the Company on or before July 31, 2009.  If the exercise condition described in paragraph 4(d) above is not satisfied, this Option will terminate in full on August 1, 2009 unless otherwise agreed by the Company.

5.  Manner of Exercise.  This Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified bank cheque or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any tax, employee’s National Insurance contributions, or duty payable and arising by reason of the exercise of the Option) and the amount necessary to meet the employers’ National Insurance liability referred to in paragraph 4(a) of this Notice.

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

VIRGIN MEDIA INC.

By:

Name:  

Title:

EX-10.3

Exhibit 10.3

FORM OF INCENTIVE STOCK OPTION NOTICE

[NAME]

[ADDRESS]

This Option Notice (the “Notice”) dated as of June 12, 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. This Option is subject to the terms and conditions set forth in the Plan, which is incorporated herein by reference, and defined terms used but not defined in this Notice shall have the meaning set forth in the Plan.

1.  Grant of Option.  Subject to the provisions of this Notice, the Company hereby irrevocably grants to you, as of the Grant Date, an option to purchase up to [Number] shares of the Company’s Common Stock at a price of $8.73 per share (the “Option”).  This Option is intended to qualify as an Incentive Stock Option under U.S. tax laws and the Company will treat it as such to the extent permitted by applicable law.

2.  Vesting.  This Option shall vest as to 20% of the shares on January 1, 2010 and as to an additional 20% of the shares on each January 1 thereafter, until fully vested.  Upon an Acceleration Event this Option, to the extent not yet vested, shall become 100% vested.  This Option shall stop vesting immediately upon the termination of your employment.

3.  Exercise Period.   This Option shall be exercisable as to any or all the shares as to which this Option has become exercisable for a period of 10 years from the date of grant.  Your right to exercise this 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) June 11, 2019.

4.  Condition to Exercise.  This Option may not be exercised in any circumstances unless and until the Company is satisfied that: (a) you are at the time of exercise an employee of the Company, a Subsidiary Company, Parent Company or Affiliated Entity; (b) you have remained continuously so employed since the Grant Date; and (c) you have entered into new terms and conditions of employment with the Company (or a Subsidiary Company, Parent Company or Affiliated Entity) on terms satisfactory to the Company on or before July 31, 2009.  If the exercise condition described in paragraph 4(c) above is not satisfied, this Option will terminate in full on August 1, 2009 unless otherwise agreed by the Company.

4.  Manner of Exercise.  This Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified bank check or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any tax or duty payable and arising by reason of the exercise of the Option).

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

VIRGIN MEDIA INC.

By:

Name:  

Title: