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Exhibit 10.6
INCENTIVE STOCK OPTION
NOTICE
Bryan H
Hall
[INTENTIONALLY
OMITTED]
This Option
Notice (the "Notice”) dated as of September 15, 2009 (the
“Grant Date”) is being sent to you by Virgin Media Inc.
(including any successor company, the "Company"). As you
are presently serving as an employee of Virgin Media Inc. or one of
its subsidiary corporations, in recognition of your services and
pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan (the
"Plan"), the Company has granted you the Option provided for in
this Notice. The Option is subject to the terms and conditions set
forth in the Plan, which is incorporated herein by reference, and
defined terms used but not defined in this Notice shall have the
meaning set forth in the Plan.
1. Grant of Option
. The Company hereby
irrevocably grants to you, as of the Grant Date, an option to
purchase up to 100,000 shares of the Company’s Common Stock
at a price of $12.79 per share (the
“Option”). The Option is intended to qualify
as an Incentive Stock Option under US tax laws and the Company will
treat it as such to the extent permitted by applicable
law.
2. Vesting
. The Option shall vest
in full on December 31, 2010 provided that you are employed by the
Company or one of its subsidiary corporations on each such vesting
date.
3. Acceleration Event .
In the event you are subject to a termination of
employment by the Company without Cause or you terminate your
employment for Good Reason in either case within twelve (12) months
following an Acceleration Event, the Option shall vest and become
exercisable as to all of the shares subject to the
Option. For purposes of this Section 3, Good
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