Exhibit 10.3
VIRGIN MEDIA INC.
RESTRICTED STOCK
AGREEMENT
RESTRICTED
STOCK AGREEMENT , dated
as of September 16, 2009 (the “Grant Date”), between
Virgin Media Inc., a Delaware corporation (the
“Company”), and Eamonn O’Hare
(the “Executive”).
WHEREAS, the
Company wishes to grant to the Executive, and the Executive wishes
to accept from the Company, shares of common stock of the Company,
par value $0.01 per share (the “Restricted Stock”), to
be granted pursuant to the Virgin Media Inc. 2006 Stock Incentive
Plan.
NOW, THEREFORE,
the parties hereto agree as follows:
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Grant of
Restricted Stock .
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The Company
hereby grants to the Executive, and the Executive hereby accepts
from the Company, 205,000 shares of Restricted Stock on the terms
and conditions set forth in this Agreement. This Agreement is also
subject to the terms and conditions set forth in the Plan.
Capitalized terms used but not defined herein shall have the
meanings set forth in the Plan.
Except as
otherwise provided in this Agreement, the Executive shall be
entitled, at all times on and after the date that the shares of
Restricted Stock are issued, to exercise all the rights of a
stockholder with respect to the shares of Restricted Stock (whether
or not the Transfer Restrictions thereon shall have lapsed),
including the right to vote the shares of Restricted Stock and the
right, subject to Section 6 hereof, to receive dividends thereon.
Notwithstanding the foregoing, prior to the Lapse Date (as defined
In Section 3.1), the Executive shall not be entitled to transfer,
sell, pledge, hypothecate, assign, or otherwise dispose of or
encumber, the shares of Restricted Stock (collectively, the
“Transfer Restrictions”).
3.
Vesting and Lapse of Transfer Restrictions
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The Transfer
Restrictions on the Restricted Stock shall lapse and the Restricted
Stock granted hereunder shall vest, subject to continued
employment, as follows:
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as to 105,000
shares on the one year anniversary of the Grant Date;
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as to 50,000 on
the second year anniversary of the Grant Date; and
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as to 50,000 on
the third year anniversary of the Grant Date.
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Each of the
foregoing dates is referred to in this Agreement as a “Lapse
Date”.
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Notwithstanding
anything to the contrary provided in the Plan or otherwise, and
unless otherwise determined by the Compensation Committee in its
sole discretion, the Transfer Restrictions on all of the shares of
Restricted Stock granted hereunder and then outstanding shall not
lapse and such shares of Restricted Stock shall not vest solely due
to the occurrence of an Acceleration Event.
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4.
Escrow and Delivery of Shares .
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Certificates
representing the shares of Restricted Stock shall be issued and
held by the Company in escrow and shall remain in the custody of
the Company until their delivery to the Executive or the
Executive’s estate as set forth in Section 4.2 hereof,
subject to the Executive’s delivery of any documents which
the Company in its discretion may require as a condition to the
issuance of shares and the delivery of shares to the Executive or
the Executive’s estate.
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Certificates
representing those shares of Restricted Stock in respect of which
the Transfer Restrictions have lapsed pursuant to Section 3 hereof
shall be delivered to the Executive as soon as p
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