Exhibit 10.2
[Series
]
LIBERTY GLOBAL,
INC.
2005 NONEMPLOYEE DIRECTOR
INCENTIVE PLAN
RESTRICTED SHARE UNITS
AGREEMENT
THIS RESTRICTED SHARE UNITS
AGREEMENT (“Agreement”) is made as of
, 20 (the “Effective
Date”), by and between LIBERTY GLOBAL, INC., a Delaware
corporation (the “Company”), and the individual whose
name, address, and director number appear on the signature page
hereto (the “Grantee”).
The Company has adopted the Liberty
Global, Inc. 2005 Nonemployee Director Incentive Plan, as amended
and restated (the “Plan”), which by this reference is
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 thereto in the Plan.
[CLICK HERE TO READ THE PLAN.]
Pursuant to the Plan, the Board has
determined that it would be in the best interest of the Company and
its stockholders to award restricted share units to Grantee,
subject to the conditions and restrictions set forth herein and in
the Plan, in order to provide Grantee additional remuneration for
services rendered as a nonemployee director and to increase
Grantee’s personal interest in the success and progress of
the Company.
The Company and 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.
“Cause” has the meaning
specified for “cause” in Section 10.2(b) of the
Plan.
“Code” means the
Internal Revenue Code of 1986, as it may be amended from time to
time.
“Company” has the
meaning specified in the preamble to this Agreement.
“Effective Date” has the
meaning specified in the preamble to this Agreement.
“Grantee” has the
meaning specified in the preamble to this Agreement.
1
“LBTY
” means the Series
common stock, par value $.01 per
share, of the Company.
“Plan” has the meaning
specified in the recitals to this Agreement.
“Required Withholding
Amount” has the meaning specified in Section 14 of this
Agreement.
“Restricted Share Units”
has the meaning specified in Section 2 of this Agreement.
Restricted Share Units represent an Award of Restricted Shares that
provides for the shares of Common Stock subject to the Award to be
issued at or following the end of the Restriction Period within the
meaning of Article VIII of the Plan.
“RSU Dividend
Equivalents” means, to the extent specified by the Board
only, an amount equal to all dividends and other distributions (or
the economic equivalent thereof) which are payable to stockholders
of record during the Restriction Period on a like number and kind
of shares of Common Stock as the shares represented by the
Restricted Share Units.
2. Grant of Restricted Share
Units. Subject to the
terms and conditions herein, pursuant to the Plan, the Company
grants to the Grantee effective as of the Effective Date the number
of restricted share units set forth on the signature page hereto
(the “Restricted Share Units”), each representing the
right to receive one share of LBTY
subject to the conditions and restrictions set forth below and in
the Plan.
3. Settlement of Restricted Share
Units. Settlement of
Restricted Share Units that vest in accordance with Section 5
or 6 of this Agreement or Section 10.1(b) of the Plan shall be
made as soon as administratively practicable after vesting, but in
no event later than March 15 of the calendar year immediately
following the calendar year in which vesting occurs, in the form of
shares of LBTY , together with any
related RSU Dividend Equivalents, in accordance with
Section 7.
4. Stockholder Rights; RSU
Dividend Equivalents. The Grantee shall have no rights of a
stockholder with respect to any shares of LBTY
represented by any Restricted Share
Units unless and until such time as shares of LBTY
represented by vested Restricted
Share Units have been delivered to the Grantee in accordance with
Section 7. Grantee will have no right to receive, or otherwise
with respect to, any RSU Dividend Equivalents until such time, if
ever, as the Restricted Share Units to which such RSU Dividend
Equivalents relate shall have become vested and, if vesting does
not occur, the related RSU Dividend Equivalents will be forfeited.
RSU Dividend Equivalents shall not bear interest or be segregated
in a separate account. Notwithstanding the foregoing, the Board
may, in its sole discretion, accelerate the vesting of any portion
of the RSU Dividend Equivalents (the “Vested RSU Dividend
Equivalents”). The settlement of any Vested RSU Dividend
Equivalents shall be made as soon as administratively practicable
after the accelerated vesting date, but in no event later than
March 15 of the following calendar year.
5. Vesting. Unless the Board
otherwise determines in its sole discretion, subject to earlier
vesting in accordance with Section 6 of this Agreement or
Section 10.1(b) of the Plan and subject to the last sentence
of this Section 5, the Restricted Share Units shall become
vested, and
2
the restrictions with respect thereto shall
lapse, on the Annual Meeting Date first following the Effective
Date (such date being a Vesting Date within the meaning of the
Plan). On the Vesting Date, and the satisfaction of any other
applicable restrictions, terms and conditions, any RSU Dividend
Equivalents with respect to the Restricted Share Units that have
not theretofore become Vested RSU Dividend Equivalents
(“Unpaid RSU Dividend Equivalents”) will become vested
to the extent that the related Restricted Share Units shall have
become vested in accordance with this Agreement. Notwithstanding
the foregoing, Grantee will not vest, pursuant to this
Section 5, in Restricted Share Units as to which Grantee would
otherwise vest on the Vesting Date if Grantee’s service as a
Nonemployee Director terminates, or a breach of any applicable
restrictions, terms or conditions with respect to such Restricted
Share Units has occurred, at any time after the Effective Date and
prior to the Vesting Date (the vesting or forfeiture of such
Restricted Share Units to be governed instead by
Section 6).
6. Early Vesting or
Forfeiture.
(a) Unless otherwise determined by
the Board in its sole discretion:
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(i)
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If
Grantee’s service as a Nonemployee Director terminates by
reason of Grantee’s death or Disability, the Restricted Share
Units, to the extent not theretofore vested, and any Unpaid RSU
Dividend Equivalents with respect to the Restricted Share Units,
will immediately become fully vested.
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(ii)
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If
Grantee’s service as a Nonemployee Director terminates prior
to the Vesting Date for any reason other than as specified in
Section 6(a)(i) above, then the Restricted Share Units, to the
extent not theretofore vested, together with any related Unpaid RSU
Dividend Equivalents, will be forfeited immediately.
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(iii)
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If Grantee
breaches any restrictions, terms or conditions provided in or
established by the Board pursuant to the Plan or this Agreement
with respect to the Restricted Share Units prior to the vesting
thereof (including any attempted or completed transfer of any such
unvested Restricted Share Units contrary to the terms of the Plan
or this Agreement), the unvested Restricted Share Units, together
with any related Unpaid RSU Dividend Equivalents, will be forfeited
immediately.
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(b) Upon forfeiture of any unvested
Restricted Share Units and any related Unpaid RSU Dividend
Equivalents, such Restricted Share Units and any related Unpaid RSU
Dividend Equivalents will be immediately cancelled, and Grantee
will cease to have any rights with respect thereto.
7. Delivery by
Company. As soon as
practicable after the vesting of Restricted Share Units and any
related Unpaid RSU Dividend Equivalents pursuant to Section 5
or 6 hereof or Section 10.1(b) of the Plan, and subject to the
withholding referred to in Section 13 of this Agreement, the
Company will deliver or cause to be delivered to or at the
direction of Grantee (i)
3
(a) a certificate or certificates issued in
Grantee’s name for the shares of LBTY
represented by such vested
Restricted Share Units, (b) a statement of holdings reflecting
that the shares of LBTY represented
by such vested Restricted Share Units are held for the benefit of
Grantee in uncertificated form by a third party service provider
designated by the Company, or (c) a confirmation of deposit of
the shares of LBTY represented by
such vested Restricted Share Units, in electronic form, into the
broker’s account designated by Grantee, (ii) any
securities constituting any related vested Unpaid RSU Dividend
Equivalents by any applicable method specified in clause
(i) above, and (iii) any cash payment constituting
related vested Unpaid RSU Dividend Equivalents. Any delivery of
securities will be deemed effected for all purposes when (1) a
certificate representing or statement of holdings reflecting such
securities and, in the case of Unpaid RSU Dividend Equivalents, any
other documents necessa
