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Exhibit 10.10
[SERIES A]
FORM OF
LIBERTY MEDIA INTERNATIONAL, INC.
2004 NONEMPLOYEE DIRECTOR INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 2005)
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS
NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made as
of
__________, 200___ (the "Effective Date"),
by and between LIBERTY MEDIA
INTERNATIONAL, INC., a Delaware corporation
(the "Company"), and the individual
whose name, address, and social security
number appear on the signature page
hereto (the "Grantee").
The Company has
adopted the Liberty Media International, Inc. 2004
Nonemployee Director Incentive Plan (As
Amended and Restated Effective April 1,
2005) (the "Plan"), a copy of which is
attached to this Agreement as Exhibit A
and by this reference made a part hereof,
for the benefit of eligible
Nonemployee Directors of the Company.
Capitalized terms used and not otherwise
defined herein will have the meaning given
to them in the Plan.
Pursuant to the
Plan, the Board has determined that it would be in the
interest of the Company and its
stockholders to award an option to Grantee,
subject to the conditions and restrictions
set forth herein and in the Plan, in
order to provide the Grantee additional
remuneration for services rendered as a
Nonemployee Director and to increase the
Grantee's personal interest in the
continued success and progress of the
Company.
The Company and
the Grantee therefore agree as follows:
1. DEFINITIONS.
The following terms, when used in this Agreement, have the
following meanings:
"Business Day" means any day other than Saturday, Sunday or a day
on
which banking institutions in Denver,
Colorado, are required or authorized to be
closed.
"Close of Business" means, on any day, 5:00 p.m., Denver,
Colorado
time.
"Company" has the meaning specified in the preamble to this
Agreement.
"Effective Date" has the meaning specified in the preamble to
this
Agreement.
"Exercise Price" means $_____ per share of LBTYA.
"Grantee" has the meaning specified in the preamble to this
Agreement.
"LBTYA" means the Series A common stock, par value $.01 per share,
of
the Company.
"Option" has the meaning specified in Section 2 of this
Agreement.
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"Option Shares" has the meaning specified in Section 2 of this
Agreement.
"Plan" has the meaning specified in the recitals to this
Agreement.
"Required Withholding Amount" has the meaning specified in Section
5
of this Agreement.
"Term" has the meaning specified in Section 2 of this
Agreement.
2. GRANT OF
OPTION. Subject to the terms and conditions herein, pursuant to
the Plan, the Company grants to the Grantee
an option (the "Option") to purchase
from the Company the number of shares of
LBTYA set forth on the signature page
hereto (the "Option Shares") at a purchase
price per LBTYA share equal to the
Exercise Price. The Option granted herein
is a "Nonqualified Stock Option". The
Option, to the extent it has become
exercisable in accordance with Section 3,
will be exercisable in whole at any time or
in part from time to time during the
period commencing on the Effective Date and
expiring at the Close of Business on
_______, 20___ (the "Term"), subject to
earlier termination as provided in
Section 7. The Exercise Price and number of
Option Shares are subject to
adjustment pursuant to Section 10. No
fractional shares of LBTYA will be
issuable upon exercise of an Option, and
the Grantee will receive, in lieu of
any fractional share of LBTYA that the
Grantee otherwise would receive upon such
exercise, cash equal to the fraction
representing such fractional share
multiplied by the Fair Market Value of one
share of LBTYA as of the date on
which such exercise is considered to occur
pursuant to Section 4.
3. CONDITIONS OF
EXERCISE. Unless otherwise determined by the Board in its
sole discretion, the Option will be
exercisable only in accordance with the
conditions stated in this Section 3.
(a)
Except as otherwise provided in Section 10.1(b) of the Plan or
in
the last sentence of this Section 3(a), the
Option may be exercised only on or
after _______, 200__. Notwithstanding the
foregoing, the Option will become
exercisable in full on the date of the
Grantee's termination of service as a
Nonemployee Director if (i) the Grantee's
service as a Nonemployee Director
terminates by reason of Disability or (ii)
the Grantee dies while serving as a
Nonemployee Director.
(b) To the extent the Option becomes exercisable, the Option may
be
exercised in whole or in part (at any time
or from time to time, except as
otherwise provided herein) until expiration
of the Term or earlier termination
thereof.
(c) The Grantee acknowledges and agrees that the Board may, in
its
discretion and as contemplated by Section
3.3 of the Plan, adopt rules and
regulations from time to time after the
date hereof with respect to the exercise
of the Option and that the exercise by the
Grantee of the Option will be subject
to the further condition that such exercise
is made in accordance with all such
rules and regulations as the Board may
determine are applicable thereto.
4. MANNER OF
EXERCISE. The Option will be considered exercised (as to the
number of Option Shares specified in the
notice referred to in Section 4(a)
below) on the latest of (i) the
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date of exercise designated in the written
notice referred to in Section 4(a)
below, (ii) if the date so designated is
not a Business Day, the first Business
Day following such date or (iii) the
earliest Business Day by which the Company
has received all of the following:
(a) Written notice, in such form as the Board may require,
containing
such representations and warranties as the
Board may require and designating,
among other things, the date of exercise
and the number of Option Shares to be
purchased; and
(b) Payment of the Exercise Price for each Option Share to be
purchased in any (or a combination) of the
following forms: (i) cash, (ii)
check, (iii) the delivery, together with a
properly executed exercise notice, of
irrevocable instructions to a broker to
deliver promptly to the Company the
amount of sale or loan proceeds required to
pay the Exercise Price (and, if
applicable, the Required Withholding
Amount, as described in Section 5), and/or
(iv) any other form of payment contemplated
by the Plan, as the Board may
permit; and
(c) Any other documentation that the Board may reasonably
require.
5. WITHHOLDING
FOR TAXES. The Grantee acknowledges and agrees that the
Company will deduct from the shares of
LBTYA otherwise deliverable upon exercise
of the Option a number of shares of LBTYA
(valued at their Fair Market Value on
the date of exercise) that is equal to the
amount, if any, of all federal, state
and local taxes required to be withheld by
the Company upon such exercise, as
determined by the Company (the "Required
Withholding Amount"). If the Grantee
elects to make payment of the Exercise
Price by delivery of irrevocable
instructions to a broker to deliver
promptly to the Company the amount of sale
or loan proceeds required to pay the
Exercise Price, such instructions may also
include instructions to deliver the
Required Withholding Amount to the Company.
In such case, the Company will notify the
broker promptly of the Board's
determination of the Required Withholding
Amount.
6. PAYMENT OR
DELIVERY BY THE COMPANY. As soon as practicable after receipt
of all items referred to in Section 4, and
subject to the withholding referred
to in Section 5, the Company will deliver
or cause to be delivered to the
Grantee (i) certificates issued in the
Grantee's name for the number of Option
Shares purchased upon exercise of the
Option and (ii) any cash payment to which
the Grantee is entitled in lieu of a
fractional share of LBTYA, as provided in
Section 2. Any delivery of shares of LBTYA
will be deemed effected for all
purposes when certificates representing
such shares have been delivered
personally to the Grantee or, if delivery
is by mail, when the stock transfer
agent of the Company has deposited the
certificates in the United States mail,
addressed to the Grantee, and any cash
payment will be deemed effected when a
check from the Company, payable to the
Grantee and in the amount equal to the
amount of the cash payment, has been
delivered personally to the Grantee or
deposited in the United States mail,
addressed to the Grantee.
7. EARLY
TERMINATION OF OPTION. Unless otherwise determined by the Board
in
its sole discretion, the Option will
terminate, prior to the expiration of the
Term, at the time specified below:
(a) Subject to Section 7(b), if the Grantee's service as a
Nonemployee
Director terminates other than (i) by the
Company for cause or (ii) by reason of
death or Disability, then the Option will
terminate at the Close of Business on
the first Business Day
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following the expiration of the one-year
period which began on the date of
termination of the Grante
