Exhibit 10.1
[Series __]
LIBERTY GLOBAL,
INC.
2005 NONEMPLOYEE DIRECTOR
INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS NON-QUALIFIED STOCK OPTION
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 to them in the Plan.
[CLICK HERE TO READ 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 LBTY .
“Grantee” has the
meaning specified in the preamble to this Agreement.
“Initial Vesting Date”
means the date that is the later of (x) the six month
anniversary of Effective Date and (y) the Annual Meeting Date
first following the Effective Date.
“LBTY
” means the Series
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.
“Third Party
Administrator” means the company that has been selected by
the Company to maintain the database of the Plan and to provide
related services, including but not limited to equity grant
information, transaction processing and grantee
interface.
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 LBTY set forth
on the signature page hereto (the “Option Shares”) at a
purchase price per LBTY 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
LBTY will be issuable upon exercise
of an Option, and the Grantee will receive, in lieu of any
fractional share of LBTY 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 LBTY
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:
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(i)
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On and after
the Initial Vesting Date, the Option shall be exercisable as to
33.34% of the Option Shares;
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2
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(ii)
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On and after
the second Annual Meeting Date following the Effective Date, the
Option shall be exercisable as to 66.67% of the Option Shares;
and
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(iii)
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On and after
the third Annual Meeting Date following the Effective Date, the
Option shall be exercisable as to 100% of the Option
Shares.
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[Please refer to the website of the
Third Party Administrator for the specific vesting schedule related
to the exercisability of the Option (click on the specific grant
under the tab labeled
“Grants/Award/Units”).]
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) The Grantee has either
(i) notified the Third Party Administrator of the exercise
(see Section 12), or (ii) submitted to the Company a
properly executed written notice of exercise, 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) delivery to the Company of whole shares of any series of
Common Stock held by the Grantee for more than six months,
(A) duly endorsed for transfer, (B) together with
irrevocable instructions to transfer such stock or (C) by
delivery of evidence of transfer through the Depository Trust
Company, (iv) 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 (v) any other form of payment contemplated by the Plan,
as the Board may permit; and
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(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 LBTY otherwise
deliverable upon exercise of the Option a number of shares of LBTY
(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 or at the direction of the Grantee (i) (a) a
certificate representing the number of Option Shares purchased upon
exercise of the Option, (b) a statement of holdings reflecting
the number of Option Shares purchased upon exercise of the Option
and 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 number of Option Shares
purchased upon exercise of the Option (including, without
limitation, any Option Shares deliverable following the completion
of the cashless exercise procedures described in Section 4(b)
above) in electronic form into the broker account designated by the
Grant
