Exhibit 10.26
NTL
INCORPORATED
RESTRICTED STOCK
AGREEMENT
RESTRICTED STOCK
AGREEMENT dated as of the 16th day of January 2006, between
NTL Incorporated, a Delaware corporation (the
“Company”), and Stephen A. Burch
(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
Amended and Restated NTL 2004 Stock Incentive Plan (the
“Plan”);
NOW, THEREFORE, the parties hereto agree as
follows:
1.
Grant
of Restricted Stock
The
Company hereby grants to the Executive, and the Executive hereby
accepts from the Company, 300,000 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
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 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 an
applicable 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
subject to such Lapse Date (collectively, the “Transfer
Restrictions”).
3.
Vesting and Lapse of
Transfer Restrictions
3.1
The Transfer Restrictions
on 150,000 shares of the Restricted Stock shall lapse and shall
vest as follows:
(i)
as to 50,000 shares on
January 15, 2007;
(ii)
as to 50,000 shares on
January 15, 2008; and
(iii)
as to 50,000 shares on
December 31, 2008.
3.2
The Transfer Restrictions
on the remaining 150,000 shares of the Restricted Stock shall lapse
and shall vest as follows:
(i)
as to 50,000 shares if
performance conditions agreed to by the Company and the Executive
in respect of the Company’s 2006 fiscal year have been met,
so long as the Executive has remained continuously employed by the
Company from the date of commencement of his employment through
January 15, 2007;
(ii)
as to 50,000 shares if
performance conditions agreed to by the Company and the Executive
in respect of the Company’s 2007 fiscal year have been met,
so long as the Executive has remained continuously employed by the
Company from the date of commencement of his employment through
January 15, 2008; and
(iii)
as to 50,000 shares if
performance conditions agreed to by the Company and the Executive
in respect of the Company’s 2008 fiscal year have been met,
so long as the Executive has remained continuously employed by the
Company from the date of commencement of his employment through
December 31, 2008.
The
Lapse Date in respect of the shares of Restricted Stock subject to
this Section 3.2 shall occur on the date on which the
Committee determines that the applicable performance conditions
have been met and shall be forfeited if the Committee determines
that such performance conditions have not been met. The
Committee shall meet to determine whether such performance
conditions have been met promptly after completion by the Company
of the financial reports or other information necessary to make
such determination.
3.3
Notwithstanding
Section 3.1 or 3.2, 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.
3.4
Each date on which
Transfer Restrictions on shares of Restricted Stock shall lapse and
shall vest is referred to in this Agreement as a “Lapse
Date”.
4.
Escrow and Delivery of
Shares
4.1
Certificates representing
the shares of Restricted Stock shall be issued and held by the
Company in escrow and shall remain in the
