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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 $12.86
per 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:
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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”);
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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”);
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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”);
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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
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As to 78,000
shares if performance conditions established by the Chief Executive
Officer of the Company and the
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