Exhibit 10.39
NTL INCORPORATED
RESTRICTED STOCK
AGREEMENT
RESTRICTED STOCK
AGREEMENT ,
dated as of September 11, 2006, between NTL Incorporated, a
Delaware corporation (the “Company”), and John Howard
Watson (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 .
The Company hereby
grants to the Executive, and the Executive hereby accepts from the
Company, 25,000 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 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”). The Executive hereby acknowledges that
the Company may set policies from time to time on minimum stock
holdings of its key executives and such policies, as in effect from
time to time, may restrict transfers of vested shares by the
Executive. The Executive agrees to comply with these policies
and the Company’s insider trading policy as in effect from
time to time.
3.
Vesting and Lapse of
Transfer Restrictions .
3.1
The Transfer Restrictions
on the Restricted Stock shall lapse and the Restricted Stock
granted hereunder shall vest on March 1, 2008, if the
performance conditions set forth on Exhibit A hereto have been
met.
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 .
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 receive,
hold, sell, or otherwise dispose of those shares delivered to the
Executive pursuant to Section 4.2 free and clear of the
Transfer Restrictions, but subject to compliance with all federal
and state securities laws.
4.4
Prior to the Lapse Date,
each stock certificate evidencing shares of Restricted Stock shall
bear a legend in substantially the following form:
“This
certifica
