RESTRICTED STOCK UNIT AGREEMENT
Exhibit
10.3
THIS
AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2007 (“Grant
Date”) by and between Virgin Media Inc., a Delaware Company (the “Company”), and
[NAME] (the “Employee”).
1. Grant
of Restricted Stock Units. Subject to and upon the
terms, conditions, and restrictions set forth in this Agreement and in the
Virgin Media Inc. 2006 Stock Incentive Plan (the “Plan”), the Company hereby
grants to the Employee a maximum of [NUMBER] Restricted Stock
Units. Unless the context otherwise requires, terms used but not
defined herein shall have the same meaning as in the Plan.
2. Vesting
of Restricted Stock Units.
(a) Vesting
Schedule. Except as otherwise provided in this Agreement, a
number of Restricted Stock Units shall become non-forfeitable if and only if
(i)
the Performance Condition set out in Exhibit A has been met and (ii) the
Employee has remained in the continuous employ of the Company from the Grant
Date through the date on which the Restricted Stock Units are settled pursuant
to Section 4 hereof. The number of Restricted Stock Units that shall
become non-forfeitable shall be calculated in accordance with the formula set
forth in Exhibit A.
(b) No
Accelerated Vesting. Notwithstanding Section 7(b)(2) of
the Plan, the Restricted Stock Units shall not vest or become non-forfeitable
upon the occurrence of an Acceleration Event.
(c) Continuous
Employment. For purposes of this Agreement, the
continuous employment of the Employee with the Company shall include employment
with a Subsidiary Company, Parent Company or Affiliated Entity, and shall not
be
deemed to have been interrupted, and the Employee shall not be deemed to have
ceased to be an employee of the Company by reason of the transfer of the
Employee’s employment among the Company, a Subsidiary Company, Parent Company or
Affiliated Entity.
3. Forfeiture
of Restricted Stock Units.
(a) Any
Restricted Stock Units that have not theretofore become non-forfeitable shall
be
forfeited if the Employee ceases to be continuously employed by the Company
prior to the date on which the Restricted Stock Units are settled pursuant
to
Section 4 hereof. In the event of a forfeiture, forfeited Restricted
Stock Units shall cease to be outstanding and the Employee shall cease to have
right, title or interest in, to or on account of the forfeited Restricted Stock
Units or any underlying shares of Common Stock.
(b) For
the purposes of this Agreement, where the Employee ceases to hold an office
or
employment with the Company because his employment is terminated by his employer
without notice or where he terminates his employment with or without notice,
his
employment shall be deemed to cease on the date on which the termination takes
effect or, if earlier, the date of giving notice. If the Employee’s employment
is terminated by his employer with notice his employment shall be deemed to
cease on the date when such notice expires.
4. Settlement
of Restricted Stock Units. Upon Restricted Stock Units
becoming non-forfeitable in accordance with Section 2 of this Agreement, each
such Restricted Stock Unit shall entitle the Employee to, in the discretion
of
the Committee, one share of Common Stock or an amount of cash equal to the
Fair
Market Value of one share of Common Stock determined as of the date on which
such Restricted Stock Units become non-forfeitable. Settlement of the
Restricted Stock Units shall occur on the “Prescribed Date” as nominated by the
Committee. The Prescribed Date shall be a date on or after the date on which
the
Company’s annual audited financial statements for the year ending December 31,
2009 are filed with the SEC but shall not, in any event, be a date later than
April 30, 2010. In determining the Prescribed Date, the Committee
shall take into account closed trading periods for the Common Stock and the
Company’s Xxxxxxx Xxxxxxx Policy. If settlement is made in the form
of shares of Common Stock, such shares shall be evidenced by book entry
registration or by a certificate registered in the name of the
Employee.
5. Dividend,
Voting and Other Rights. The Employee shall have none of
the rights of a shareholder with respect to any shares of Common Stock
underlying the Restricted Stock Units, including the right to vote such shares
and receive any dividends that may be paid thereon until such time, if any,
that
shares of Common Stock are delivered to the Employee in settlement thereof;
provided, that, upon the occurrence of an event set forth in Section 9 of
the Plan, the Restricted Stock Units shall be subject to adjustment pursuant
to
Section 9 of the Plan.
6. No
Special Employment Rights. Nothing contained in the Plan
or this Agreement shall be construed or deemed by any person under any
circumstances to obligate the Company to continue the employment of the Employee
for any period.
7. Withholding. It
shall be a condition to the vesting of any Restricted Stock Units, the payment
of cash hereunder, or the issuance of shares of Common Stock hereunder, as
the
case may be, that the Employee shall pay, or make provisions for payment of,
all
income, employment or other tax (or similar) and social security (or similar)
withholding requirements in a manner that is satisfactory to the Company for
the
payment thereof.
8. Miscellaneous.
(a) Except
as otherwise expressly provided herein, this Agreement may not be amended or
otherwise modified in a manner that adversely affects the rights of the
Employee, unless evidenced in writing and signed by the Company and the
Employee.
(b) All
notices under this Agreement shall be delivered by hand, sent by commercial
overnight courier service or sent by registered or certified mail, return
receipt requested, and first-class postage prepaid, to the Employee at the
address on file with the Company’s Payroll Department and to the Company at 000
Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, or at such other address as may
be
designated in a notice by either party to the other.
(c) The
Company shall not be obligated to issue any shares of Common Stock or other
securities pursuant to this Agreement if the issuance thereof would result
in a
violation of any applicable federal and state securities laws.
(d) Any
amendment to the Plan shall be deemed to be an amendment to this Agreement
to
the extent that the amendment is applicable hereto; provided,
however, that no amendment shall adversely affect the rights of the
Employee under this Agreement without the Employee’s consent, except to the
extent necessary to comply with applicable law.
(e) This
Agreement is subject to the terms and conditions of the Plan. In the
event of any inconsistency between the provisions of this Agreement and the
Plan, the Plan shall govern. The Committee, acting pursuant to the
Plan, as constituted from time to time, shall, except as expressly provided
otherwise herein, have the right to determine any questions that arise in
connection with this Agreement.
(f) Each
provision of this Agreement shall be considered separable. The
invalidity or unenforceability of any provision shall not affect the other
provisions, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision was omitted.
(g) This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware.
(h) The
failure of the Company or the Employee to insist upon strict performance of
any
provision hereunder, irrespective of the length of time for which such failure
continues, shall not be deemed a waiver of such party’s right to demand strict
performance at any time in the future. No consent or waiver, express
or implied, to or of any breach or default in the performance of any obligation
or provision hereunder shall constitute a consent or waiver to or of any other
breach or default in the performance of the same or any other obligation
hereunder.
(i) This
Agreement is a matter entirely separate from any pension right or entitlement
that the Employee may have and from his or her terms and conditions of
employment, and, in particular (but without limiting the generality of the
foregoing), if the Employee leaves the employment of the Company and any Parent
Company, Subsidiary Company or Affiliated Entity or otherwise ceases to be
an
employee thereof, he or she shall not be entitled to any compensation for any
loss of any right or benefit or prospective right or benefit under this
Agreement which he or she might otherwise have enjoyed whether such compensation
is claimed by way of damages for wrongful dismissal or other breach of contract
or by way of compensation for loss of office or otherwise
howsoever.
(j) No
term in this Agreement is enforceable under the Contract (Rights of Third
Parties) Xxx 0000, but this does not affect any rights or remedy of a third
party which exists or is available apart from such Act.
IN
WITNESS WHEREOF, the parties to the Agreement have duly executed and delivered
this Agreement as of the date first written above.
ACCEPTED
AND AGREED
By: ______________________________
Name: [NAME]
