Item 5.02. Departure of Directors or Certain Officers; Election of Directors'
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 23, 2008, the Compensation Committee of the Board of Directors of Virgin Mobile USA, Inc. (the "Company") approved awards of restricted stock units ("RSUs") to the directors of the Company, effective immediately. Thomas O. Ryder, Chairman of the Board of Directors, was awarded 48,000 RSUs, and all other directors were awarded 32,000 RSUs. In determining award amounts, the Compensation Committee applied the same methodology previously described in the Company's proxy statement for the Company's 2008 annual meeting, as filed with the Securities Exchange Commission on April 1, 2008. One-third of each RSU grant will vest on each of the following dates: November 1, 2009, November 1, 2010 and November 1, 2011.

The awards were approved subject to approval by the Company's stockholders of the issuance of additional shares of authorized but unissued and unreserved shares of the Company's Class A common stock reserved for issuance under the 2007 Omnibus Incentive Compensation Plan.

The Company intends to provide additional information regarding the compensation awarded to its directors for the year ended December 31, 2008 in the proxy statement for the Company's 2009 annual meeting.