VIRGIN MEDIA INC.
RESTRICTED STOCK
AGREEMENT
RESTRICTED
STOCK AGREEMENT , dated
as of September 16, 2009, between Virgin Media Inc., a Delaware
corporation (the “Company”), and Eamonn O’Hare
(the “Executive”).
WHEREAS, the
Compensation Committee of the Board of Directors of the Company
(the “Compensation Committee”) 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 (the
“Plan”).
NOW, THEREFORE,
the parties hereto agree as follows:
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1.
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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, 75,000 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”). The Executive hereby acknowledges
that the Company may set policies from time to time on minimum
stock holdings of its key executives and such policies, as in
effect from time to time, may restrict transfers of vested shares
by the Executive. The Executive agrees to comply with
these policies and the Company’s insider trading policy as in
effect from time to time.
3.
Vesting and Lapse of Transfer Restrictions .
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3.1
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The Transfer
Restrictions on a number of shares of Restricted Stock granted
hereunder shall lapse and such shares of Restricted Stock shall
vest if the three-year performance conditions established for the
Company’s 2009-2011 Long Term Incentive Plan have been met,
so long as the Executive has remained continuously employed by the
Company through the third anniversary of the date the Executive
commences full-time employment with the Company (such date, the
“Lapse Date”). The Compensation Committee
shall meet to determine whether such performance conditions have
been met at the same time it determines whether such conditions
have been met for the other employees participating in the
Company’s 2009-2011 Long Term Incentive Plan. The
number of shares that will vest will be pursuant to the formula set
forth for all employees participating in the 2009-2011 Long-Term
Incentive Plan.
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3.2
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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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4.1
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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
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