LIBERTY GLOBAL, INC.
2005 NONEMPLOYEE DIRECTOR INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS NON-QUALIFIED
STOCK OPTION AGREEMENT (“Agreement”) is made as of
(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, 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.
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 ________________ (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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(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
(c) Any other
documentation that the Board may reasonably require.
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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
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