VIRGIN MEDIA INC.
RESTRICTED STOCK UNIT AGREEMENT
THIS AGREEMENT (this “Agreement”) is made and entered into as of [Date] (“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 relevant Performance Condition set out in Exhibit A
has been met and (ii) the Employee has remained in the continuous employment of the Company from the Grant
Date through the Prescribed Date (as defined in 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 unless the
Committee, in its absolute discretion, determines otherwise after the Grant Date.
(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 Subsid