TELEWEST GLOBAL, INC. LONG-TERM INCENTIVE PLAN

 

 

                                                               Exhibit 10.1

 

                           TELEWEST GLOBAL, INC.

                          LONG-TERM INCENTIVE PLAN

 

     1. Purpose. The purpose of the Telewest Global, Inc. Long-Term

Incentive Plan (the "Plan") is to enhance the ability of the Company to

attract, motivate, reward, and retain key employees, to strengthen their

commitment to the success of the Company and to align their interests with

those of the Company's shareholders by providing additional compensation to

designated key employees of the Company and its subsidiaries based on the

achievement of Performance Objectives. To this end, the Plan provides a

means of rewarding Participants based on the performance of the Company

during the Performance Period.

 

     2. Administration. The Plan shall be administered by the Committee.

The Committee shall have full authority:

 

     (i)   to establish the rules and regulations relating to the Plan;

 

     (ii)  to interpret the Plan and those rules and regulations;

 

     (iii) to select Participants in the Plan;

 

     (iv)  to determine the Performance Objectives;

 

     (v)   to calculate the total amount of the bonus pool and the amounts

           to be received by Participants in the Plan (rounding such

           amounts as it deems appropriate);

 

     (vi)  to decide the facts in any case arising under the Plan; and

 

     (vii) to make all other determinations and to take all other actions

           necessary or appropriate for the proper administration of the

           Plan, including the delegation of such authority or power, where

           appropriate.

 

     The Committee's administration of the Plan, including all such rules

and regulations, interpretations, selections, determinations, approvals,

decisions, delegations, amendments, terminations and other actions, shall

be final, binding and conclusive on the Company, its stockholders and all

persons having or claiming an interest under the Plan. No member of the

Committee shall be liable for any action, failure to act, determination or

interpretation made with respect to the Plan or any transaction hereunder,

and the Company hereby agrees to indemnify each member of the Committee, to

the maximum extent permitted by applicable law, for any such action,

failure to act, determination or interpretation.

 

     3. Eligible Employees. Participation in the Plan shall be limited to

those key management employees of the Company and its subsidiaries selected

by the Committee to participate in the Plan. The Committee may designate

any of such employees to participate in the Plan at the Effective Date and

from time to time thereafter, and, upon such designation, an employee so

designated shall become a Participant.

 

     4. Determination of Performance Objectives. The Committee shall

establish the Performance Objectives not later than the Effective Date.

 

     5. Payments Pursuant to the Bonus Pool.

 

          (a) Creation of Bonus Pool. The satisfaction of the Performance

Objectives shall result in the creation of a bonus pool. The Committee

shall establish minimum criteria below which no bonus pool shall be created

and may (but shall not be obligated to) establish a maximum bonus pool.

 

          (b) Entitlement to Payment; Effect of Termination of Employment.

Unless the Committee determines otherwise, (i) in order to receive any

payment under the Plan, a Participant must remain continuously employed by

the Company or one or more of its subsidiaries from the date on which he or

she becomes a Participant in the Plan through the Payment Date, and (ii)

upon termination of a Participant's employment, the Participant shall cease

to be a Participant in the Plan.

 

          (c) Timing of Payment. As soon as practicable after December 31,

2007, the Committee shall review the Company's performance and certify in

writing the extent to which the Performance Objectives have been achieved

and the total amount of the bonus pool. Payments under the Plan, less

applicable withholding taxes, shall be made as soon as practicable

following the Committee's certification described in the preceding sentence

but in no event later than March 15, 2008 (the "Payment Date").

 

          (d) Amount of Payment. The amount of the payment to each

Participant entitled to receive payment under the Plan shall be determined

as follows:

 

     Step 1:   The amount of a full share of the bonus pool (each such

     ------    share, a "Full Bonus Pool Share") shall be determined by

               dividing the total amount of the bonus pool by the total

               number of employees who have ever been designated as

               Participants in the Plan (determined without regard to the

               actual number of Participants in the Plan as of the Payment

               Date).

 

     Step 2:   Each Participant in the Plan who remains a Participant from

     ------    the Effective Date through the Payment Date shall be

               entitled to receive a Full Bonus Pool Share.

 

     Step 3:   Each Participant in the Plan who becomes a Participant in

     ------    the Plan after the Effective Date and who remains a

               Participant from the date of commencement of participation

               through the Payment Date shall be entitled to receive a Pro

               Rata Bonus Pool Share; provided, that the Committee may, in

               its sole and absolute discretion, elect to pay any such

               Participant a Full Bonus Pool Share rather than a Pro Rata

               Bonus Pool Share. The amount of any such Participant's "Pro

               Rata Bonus Pool Share" shall be determined by multiplying

               the amount of a Full Bonus Pool Share by a fraction, the

               numerator of which is the total number of days from the

               Participant's commencement of participation in the Plan

               through December 31, 2007, and the denominator of which is

               1,095 (such fraction, the "Pro-Ration Factor").

 

     Step 4:   The excess of the amount of a Full Bonus Pool Share over the

     ------    amount of each Pro Rata Bonus Pool Sh