LIBERTY GLOBAL, INC. 2005 NONEMPLOYEE DIRECTOR INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.3

FORM OF
LIBERTY GLOBAL, INC.
2005 NONEMPLOYEE DIRECTOR INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made as of ___, 200___(the “Effective Date”), by and between LIBERTY GLOBAL, 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 Global, Inc. 2005 Nonemployee Director Incentive Plan (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:

          “Annual Meeting Date” means the date on which the annual meeting of the stockholders of the Company at which directors are elected in accordance with Delaware law is held in any calendar year.

          “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.

          “Initial Vesting Date” means the date that is the later of (x) ___, ___[six-month anniversary of the Effective Date] and (y) the Annual Meeting Date first following the Effective Date.

          “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.

          “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 will not be exercisable until the Initial Vesting Date and may be exercised thereafter only to the extent it has become exercisable in accordance with the following schedule:

2

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 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

3

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 whole 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