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): March 2, 2010

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware	File No. 000-50886	59-3778247
(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:

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

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

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

oPre-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 10.1
Exhibit 10.2

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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.

On March 2, 2010 the compensation committee (the “Committee”) of the Company’s board of directors (the “Board”), approved the vesting in October 2010 of 95,000 options awarded to Mr. Mark Schweitzer that are due to vest at that time and would otherwise lapse due to Mr. Schweitzer’s intended departure from the business on June 30, 2010.  In order to receive the options, Mr. Schweitzer is required to remain in the Company’s employment through June 30, 2010.  Additionally, 15,000 of those options are subject to performance conditions for the period ending June 30, 2010 and remain subject to those performance conditions.  The Committee also agreed that the options will remain exercisable until June 30, 2011.

The form of the supplemental incentive stock option notice for the time based options is attached as Exhibit 10.1 to this report. The form of the supplemental incentive stock option notice for the performance based options is attached as Exhibit 10.2 to this report.

Item 8.01.  Other Events.

Payment of a quarterly cash dividend

On March 2, 2010 the Board approved the payment of a quarterly cash dividend of $0.04 per share on March 22, 2010 to stockholders of record as of March 12, 2010. Future payments of regular quarterly dividends by the Company are in the Board’s discretion and will be subject to the Company’s future needs and uses of free cash flow, which could include investments in operations, the repayment of debt, and share repurchase programs.

Item 9.01.  Financial Statements and Exhibits.

(d)	Exhibits
10.1	Form of the Supplemental Incentive Stock Option Notice with respect to time based Options
10.2	Form of the Supplemental Incentive Stock Option Notice with respect to performance based Options

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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.

Dated: March 3, 2010
	VIRGIN MEDIA INC.
	By:	/s/ Scott G. Dresser
	Name:	Scott G. Dresser
	Title:	Assistant Secretary

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EXHIBIT INDEX

Exhibit	Description
10.1	Form of the Supplemental Incentive Stock Option Notice with respect to time based Options
10.2	Form of the Supplemental Incentive Stock Option Notice with respect to performance based Options

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EX-10.1

Exhibit 10.1

FORM OF SUPPLEMENTAL INCENTIVE STOCK NOTICE

Mr. Mark Schweitzer

[Address]

This Supplemental Option Notice (the “Notice”) dated as of [Date], 2010 is being sent to you by Virgin Media Inc. (including any successor company, the “Company”) in order to amend the terms of the original Option Notice previously sent to you (the “Original Notice”) dated as of [Date] (the “Grant Date”).

The Original Notice granted you the Option (as such term is defined in the Original Notice) in recognition of your services as an employee of the Company.  The Company and you have agreed to amend the terms of the Original Notice as follows:

Paragraph 3 of the Original Notice is hereby amended in its entirety to read as follows:

“3.  Exercise Period. The [Number] Options that are due to vest on October 1, 2010 shall remain in force after the termination of your employment on June 30, 2010. Your right to exercise that portion of the Option and any Options that have vested as at June 30, 2010 shall terminate on the earlier of the following dates: (a) one year 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) [Date].  Save as described in this paragraph, all other Options shall stop vesting immediately upon the termination of your employment and shall be forfeited and cancelled.”

Except as expressly amended or supplemented hereby, the Original Notice shall remain in full force and effect. This Notice is supplemental to the Original Notice and the Original Notice and this Notice shall be read and construed together.

VIRGIN MEDIA INC.
By:
Name:	Bryan H Hall
Title:	Secretary and General Counsel

EX-10.2

Exhibit 10.2

FORM OF SUPPLEMENTAL INCENTIVE STOCK NOTICE

Mr. Mark Schweitzer

[Address]

This Supplemental Option Notice (the “Notice”) dated as of [Date], 2010 is being sent to you by Virgin Media Inc. (including any successor company, the “Company”) in order to amend the terms of the original Option Notice previously sent to you (the “Original Notice”) dated as of [Date] (the “Grant Date”).

The Original Notice granted you the Option (as such term is defined in the Original Notice) in recognition of your services as an employee of the Company.  The Company and you have agreed to amend the terms of the Original Notice as follows:

Paragraph 3 of the Original Notice is hereby amended in its entirety to read as follows:

“3.  Exercise Period. The [Number] Options that are due to vest on October 1, 2010 shall remain in force after the termination of your employment on June 30, 2010 subject to the achievement of certain performance conditions. Your right to exercise that portion of the Option and any Options that have vested as at June 30, 2010 shall terminate on the earlier of the following dates: (a) one year 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) [Date].  Save as described in this paragraph, all other Options shall stop vesting immediately upon the termination of your employment and shall be forfeited and cancelled.”

Except as expressly amended or supplemented hereby, the Original Notice shall remain in full force and effect. This Notice is supplemental to the Original Notice and the Original Notice and this Notice shall be read and construed together.

VIRGIN MEDIA INC.
By:
Name:	Bryan H Hall
Title:	Secretary and General Counsel