Exhibit 10.18
THE VIRGIN MEDIA
INC.
DEFERRED COMPENSATION
PLAN
FOR DIRECTORS
ARTICLE 1
Purpose
The purpose of this Plan is to provide members
of the Board of Directors of Virgin Media Inc. with the opportunity
to defer receipt of certain compensation to which they will be
entitled while the Plan is in effect. The Plan is intended to
be an unfunded, nonqualified deferred compensation plan and shall
be construed and administered accordingly.
ARTICLE 2
Definitions
For purposes of the Plan, the
following terms shall have the following meanings:
2.1
“Acceleration Event ” has the meaning set forth in
Section 2(a) of the Virgin Media Inc. 2006 Stock
Incentive Plan, as in effect on the date hereof.
2.2
“Allocation Date” shall mean, with respect to a Deferral Election,
the date on which all or a portion of a Director’s Deferral
Amount is credited to his or her Stock Unit Account, which shall be
the last day of the quarter in which the services corresponding to
such Deferral Amount have been performed.
2.3
“Beneficiary” has the meaning set forth in Section 8.3 of
Article 8.
2.4
“Board”
shall mean the Board of Directors of
the Company.
2.5
“Cash Compensation” shall mean, with respect to a Plan Year all cash
compensation, including, without limitation, the annual retainer
fees, committee fees, and meeting fees payable to a Director for
services rendered in such Plan Year. For the avoidance of
doubt, “Cash Compensation” shall not include
(i) amounts paid for the reimbursement of expenses,
(ii) tax equivalents paid for the account of a Director,
(iii) stock options granted or to be granted by the Company to
such Director or (iv) Common Stock received or to be received
by such Director pursuant to the exercise of such options or
otherwise.
2.6
“Change in Capitalization” has the meaning set forth in Section 4.1 of
Article 4.
2.7
“Common Stock” shall mean the common stock, par value $0.01 per
share, of the Company, or any other securities or property into
which such stock may be converted or exchanged.
2.8
“Company” shall mean Virgin Media Inc.
2.9
“Deferral Amount” shall mean the Cash Compensation elected by a
Director to be deferred in a Plan Year.
2.10
“Deferral Election” shall mean a Director’s timely election of
a Deferral Amount pursuant to Article 3.
2.11
“Deferral Period” shall mean the period commencing on the
Allocation Date and ending on the date of the Director’s
Termination.
2.12
“Director” shall mean each member of the Board who is not
an executive officer or employee of the Company or any of its
subsidiaries.
2.13
“Exchange Act” shall mean the Securities Exchange Act of 1934,
as amended.
2.14
“Fair Market Value” on any date means (i) with respect to
Common Stock, the average of the highest and lowest reported sales
prices, regular way, of Common Stock in transactions reported on
the Nasdaq Global Select Market on such date, or if no sales of
Common Stock are reported on the Nasdaq Global Select Market for
such date, the comparable average sales price for the last previous
day for which sales were reported on the Nasdaq Global Select
Market or the value of a share of Common Stock for such date as
established by the Committee using any other reasonable method of
valuation, and (ii) with respect to any other property, the
fair market value of such property determined by such methods or
procedures as shall be established from time to time by the
Committee.
2.15
“Payment Method” has the meaning set forth in Section 5.2 of
Article 5.
2.16
“Plan” shall
mean this Virgin Media Inc. Deferred Compensation Plan for
Directors, as such Plan may be amended from time to
time.
2.17
“Plan Administrator” shall mean the Compensation Committee of the
Board or such other committee of Directors designated by the Board;
provided , however , the Committee shall consist of
at least two Directors, each of whom shall be a “nonemployee
director” within the meaning of Rule 16b-3 promulgated
under the Exchange Act. For purposes of the preceding
sentence, if one or more members of the Committee is not a
nonemployee Director but recuses himself or herself or abstains
from voting with respect to a particular action taken by the
Committee, then the Committee, with respect to that action, shall
be deemed to consist only of the members of the Committee who have
not recused themselves or abstained from voting.
2.18
“Plan Year” shall mean each calendar year or, in respect of
2008, part calendar year, with the first partial plan year
beginning October 1, 2008.
2.19
“Stock Unit Account” shall mean a memorandum account established on
the books of the Company on behalf of a Director, to which shall be
credited a number of Stock Units pursuant to Section 4.1 of
Article 4.
2.20
“Stock Unit Account Balance” shall have the meaning set forth in
Section 4.1 of Article 4.
2.21
“Stock Units” shall mean units credited to a Director’s
Stock Unit Account, with one Stock Unit having a value on any date
equal to the Fair Market Value of one share of Common Stock on such
date.
2.22
“Termination” shall mean termination of a Director’s
service as a member of the Board for any reason, including by
reason of death or disability.
ARTICLE 3
Deferral Elections of Cash Compensation
3.1
Deferral Election. Each Director may elect to have the
payment of all or any portion of his or her Cash Compensation for a
Plan Year deferred pursuant to the Plan. Each Deferral
Election shall be made on a deferral election form attached hereto
and shall specify (i) the Deferral Amount and (ii) the
Payment Method (as defined in Section 5.2).
3.2
Timing of Deferral Elections. Deferral Elections in respect of Cash
Compensation payable to a Director for services rendered in a Plan
Year shall be timely if made on or before December 31
st of the preceding year (or, in the case of
2008, on or before October 1, 2008); provided ,
however , that with respect to new Directors, Deferral
Elections in respect of Cash Compensation subsequently payable in
the Plan Year in which they become a Director for services to be
performed after such election shall be timely if made within 15
days after becoming a Director.
3.3
Renewal of Payment Commencement and Payment Method
Elections . Once a
Deferral Election (including designation of the portion of the
Director’s fees to be deferred, the Payment Commencement Date
and the Payment Method) has been made, it will be automatically
applied to Director’s fees earned in all subsequent calendar
years unless the Director changes or revokes such election prior to
the commencement of such subsequent calendar year. Each such
change or revocation must be submitted to the Secretary of the
Company in writing.
3.4
Irrevocability.
Subject to Section 3.3 above, a Deferral Election, once made,
shall be irrevocable.
ARTICLE 4
Treatment of Deferral Amounts
4.1
Stock Unit Account.
(a)
Allocations . In the event a Director elects to have
all or a portion of the Cash Compensation otherwise payable to the
Director credited to such Director’s Stock Unit Account, the
number of Stock Units that will be credited to the Director’s
Stock Unit Account as of each Allocation Date shall be equal to
(A) the aggregate Cash Compensation with respect to which the
election has been made and that would otherwise have been paid with
respect to the calendar quarter ending on the Allocation Date,
converted into U.S. Dollars based on the average exchange rate of
the three month ends in the quarter in which the services
corresponding to the Deferral Amount have been performed,
divided by (B) the Fair Market Value of a share of Common
Stock on the Allocation Date.
(b)
Dividends . In the event of a dividend payable in
stock or an extraordinary cash dividend, credits (dividend
equivalents) will be made to each Director’s Stock Unit
Account as follows:
(i)
in the case of an extraordinary cash dividend, or a dividend of
stock of the Company (other than Common Stock) or other property,
additional credits will be made to the Stock Unit Account
consisting of a number of Stock Units equal to the number
determined by dividing (A) the cash amount of such dividend
per share (or the fair market value, on the date of payment, of
dividends per share paid in such stock or other property),
multiplied by the aggregate number of Stock Units credited to such
Stock Unit Account on the record date for the payment of such
dividend by (B) the Fair Market Value of a share of Common
Stock on the date such dividend is payable to holders;
(ii)
in the case of a dividend consisting of Common Stock, the Stock
Unit Account will be credited with a number of Stock Units equal to
the number of Stock Units in such account on the record date for
the payment of such dividend multiplied by the number of shares of
Common Stock paid per share of Common Stock in such
dividend;
(iii)
The credits or dividend equivalents made to each Director’s
Stock Unit Account will not include amounts reflecting regularly
quarterly cash dividends.
(c)
In the event of any Change in Capitalization, the Plan
Administrator in good faith shall take such action as it deems
necessary to preserve the economic value of each Director’s
Stock Unit Account immediately prior to the Change in
Capitalization to reflect the impact of the Change in
Capitalization on the Common Stock, including without limitation
the making of equitable adjustments to the number of Stock Units
credited to the Stock Unit Account and the number and kind of
securities or other property deemed to be represented by Stock
Units held in the Stock Unit Account. For purposes of this
Section 4.1(c), “ Change in Capitalization
” shall mean any increase or reduction in the number of
shares of Common Stock, or any change in such shares or exchange of
such shares for a different number or kind of shares or other
securities of the Company or another corporation, by reason of a
reclassification, recapitalization, merger, consolidation,
reorganization, spin-off, split-up, issuance of warrants or rights
or debentures, stock dividend, stock split or reverse stock split,
combination or exchange of shares, repurchase of shares, change in
corporate structure or otherwise. (The actual deferrals plus
adjustments purs
