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Exhibit 10.3
NTL INCORPORATED
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT, dated as of December 8, 2006, between
NTL
Incorporated, a Delaware corporation (the "Company"), and Bryan H.
Hall
(the "Executive").
WHEREAS, the Company wishes to grant to the Executive, and the
Executive
wishes to accept from the Company, shares of common stock of the
Company,
par value $0.01 per share (the "Restricted Stock"), to be granted
pursuant
to the NTL Incorporated 2006 Stock Incentive Plan (the "Plan");
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Restricted Stock.
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The Company hereby grants to the Executive, and the Executive
hereby
accepts from the Company, 67,500 shares of Restricted Stock on
the
terms and conditions set forth in this Agreement. This Agreement
is
also subject to the terms and conditions set forth in the Plan.
Capitalized terms used but not defined herein shall have the
meanings
set forth in the Plan.
2. Rights of Executive.
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Except as otherwise provided in this Agreement, the Executive shall
be
entitled, at all times on and after the date that the shares of
Restricted Stock are issued, to exercise all the rights of a
stockholder with respect to the shares of Restricted Stock (whether
or
not the Transfer Restrictions thereon shall have lapsed),
including
the right to vote the shares of Restricted Stock and the right,
subject to Section 6 hereof, to receive dividends thereon.
Notwithstanding the foregoing, prior to the Lapse Date (as
defined
below), the Executive shall not be entitled to transfer, sell,
pledge,
hypothecate, assign, or otherwise dispose of or encumber, the
shares
of Restricted Stock (collectively, the "Transfer
Restrictions").
3. Vesting and Lapse of Transfer Restrictions.
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3.1 The Transfer Restrictions on the Restricted Stock shall lapse
and
the Restricted Stock granted hereunder shall vest, subject to
continued employment, as follows:
(i) as to 22,500 shares on March 15, 2007;
(ii) as to 22,500 shares on March 15, 2008; and
(iii) as to 22,500 shares on January 15, 2009.
Each of the foregoing dates is referred to in this Agreement as
a
"Lapse Date".
3.2 Notwithstanding Section 3.1, upon the occurrence of an
Acceleration Event, the Transfer Restrictions on all of the
shares of Restricted Stock granted hereunder and then
outstanding
shall lapse and such shares of Restricted Stock shall vest.
4. Escrow and Delivery of Shares.
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4.1 Certificates representing the shares of Restricted Stock shall
be
issued and held by the Company in escrow and shall remain in
the
custody of the Company until their delivery to the Executive or
the Executive's estate as set forth in Section 4.2 hereof,
subject to the Executive's delivery of any documents which the
Company in its discretion may require as a condition to the
issuance of shares and the delivery of shares to the Executive
or
the Executive's estate.
4.2 Certificates representing those shares of Restricted Stock
in
respect of which the Transfer Restrictions have lapsed pursuant
to Section 3 hereof shall be delivered to the Executive as soon
as practicable following the Lapse Date, provided that the
Executive has satisfied all applicable Withholding Tax
requirements with respect to the Restricted Stock.
4.3 The Executive may receiv
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