FORM OF
LIBERTY GLOBAL, INC.
2005 INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS
NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is
made as of ___, 200___(the “Grant Date”), by and
between LIBERTY GLOBAL, INC., a Delaware corporation (the
“Company”), and the individual whose name, address and
social security/payroll number appear on the signature page hereto
(the “Grantee”).
The
Company has adopted the Liberty Global, Inc. 2005 Incentive Plan
(the “Plan”), a copy of which is attached to this
Agreement as Exhibit A and by this reference made a part
hereof, for the benefit of eligible employees of, and independent
contractors providing services to, the Company and its
Subsidiaries. Capitalized terms used and not otherwise defined
herein will have the meaning given thereto in the Plan.
Pursuant
to the Plan, the Compensation Committee (the
“Committee”) appointed by the Board pursuant to
Section 3.1 of the Plan to administer the Plan 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, to encourage the Grantee to continue to provide services
to the Company or its Subsidiaries 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:
“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.
“Cause”
has the meaning specified for “cause” in
Section 11.2(b) of the Plan.
“Close
of Business” means, on any day, 5:00 p.m., Denver, Colorado
time.
“Code”
means the Internal Revenue Code of 1986, as it may be amended from
time to time.
“Committee”
has the meaning specified in the recitals to this
Agreement.
“Company”
has the meaning specified in the preamble to this
Agreement.
“Direct
Registration System” means the book-entry registration system
maintained by the Company’s stock transfer agent, pursuant to
which shares of LBTYA are held in non-certificated form for the
benefit of the registered holder thereof.
“Exercise
Price” means $ per LBTYA share.
“Grant
Date” has the meaning specified in the preamble to this
Agreement.
“Grantee”
has the meaning specified in the preamble to this
Agreement.
“LBTYA”
means the Series A 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 of this
Agreement.
“Required
Withholding Amount” has the meaning specified in
Section 5 of this Agreement.
[“Special
Termination Period” has the meaning specified in
Section 7(d) of this Agreement.]
“Term”
has the meaning specified in Section 2 of this
Agreement.
“Termination
of Service” means the Grantee’s provision of services
to the Company and its Subsidiaries as an officer, employee or
independent contractor, terminates for any reason.
“Year
of Continuous Service” has the meaning specified in Section
7(d) of this Agreement.
2. Grant of Options . 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 LBTYA set forth on the signature
page hereto (the “Option Shares”) at a purchase price
per LBTYA 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 Grant Date
and expiring at the Close of Business on ___, 20___(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 LBTYA will be issuable upon exercise of an Option, and
the Grantee will receive, in lieu of any fractional share of LBTYA
that the Grantee otherwise would receive upon such exercise, cash
equal to the fraction representing such fractional share multiplied
by the Fair
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Market Value of
one share of LBTYA 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 Committee 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 11.1(b) of the Plan or
in the last sentence of this Section 3(a), the Option will not
be exercisable until ___, 200___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 ___, 200___, the Option shall be exercisable as to ___%
of the Option Shares;
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ii.
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On
each ___[, ___, ___, and ___] thereafter, the Option shall be
exercisable as to the percentage of the Option Shares as to which
the Option had previously become exercisable in accordance with
this schedule plus an additional ___% of the Option Shares;
and
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iii.
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On
and after ___, 200___, the Option shall be exercisable as to 100%
of the Option Shares.
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Notwithstanding
the foregoing, (x) the Option will become exercisable in full
on the date of Termination of Service if the Termination of Service
occurs by reason of Grantee’s death or Disability, and
(y) if the Termination of Service is by the Company or a
Subsidiary without Cause (as determined in the sole discretion of
the Committee) more than six months after the Grant Date, the
Option will become exercisable on the date of Termination of
Service with respect to [the percentage of the Option Shares as to
which the Option otherwise would become exercisable during the
remainder of the calendar year in which the Termination of Service
occurs] [the percentage of the Option Shares as to which the Option
had previously become exercisable, plus the product of
(x) one-third (1/3) of the additional percentage of the Option
Shares as to which the Option would have become exercisable on the
next following date set forth in the above schedule, times
(y) the number of full months of employment completed since
the most recent date of vesting specified in the foregoing
schedule].
(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 Committee, in its
discretion and as contemplated by Section 3.3 of the Plan, may
adopt rules and regulations from time to time after the date hereof
with respect to the exercise of the Option and that the
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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 Committee 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)
A properly executed written exercise notice, in the form attached
hereto as Exhibit B or such other form as the Committee may
require, containing such representations and warranties as the
Committee may require and designating, among other things, the date
of exercise and the number of Option Shares to be
purchased;
(b)
Payment of the Exercise Price for each Option Share to be purchased
in any (or a combination) of the following forms:
(ii)
certified check, cashier’s check or other check acceptable to
the Company, payable to the order of the Company,
(iii)
to the extent permitted by applicable law, the 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 (and, if applicable the Required Withholding Amount,
as described in Section 5 below), provided that the full
amount of such payment is received by the Company,
(iv)
delivery to the Company of (A) certificates duly endorsed for
transfer to the Company representing shares of a publicly traded
series of Common Stock, (B) irrevocable instructions to the
Company’s stock transfer agent to transfer to the Company
shares of a publicly traded series of Common Stock held in the
Direct Registration System for the benefit of Grantee or
(C) evidence of transfer to the Company of shares of a
publicly traded series of Common Stock held in book-entry form
through The Depository Trust Company for the benefit of Grantee (in
each case, which shares will be valued for this purpose at their
Fair Market Value on the date of exercise), provided that the
shares so delivered or transferred or as to which such transfer
instructions are delivered have been held by the Grantee for more
than six months or such other period as the Committee may specify,
and/or
(v)
any other form of payment contemplated by the Plan, as the
Committee may permit; and
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(c)
Any other documentation that the Committee may reasonably
require.
5. Mandatory Withholding for Taxes . The Grantee
acknowledges and agrees that the Company will deduct from the
shares of LBTYA otherwise deliverable upon exercise of the Option
that number of shares of LBTYA (valued at their Fair Market Value
on the date of exercise) that is equal to the amount, if any, of
all national, state and local taxes required to be withheld by the
Company upon such exercise, as determined by the Committee (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 Committee’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 the number
of Option Shares purchased upon exercise of the Option and held
through the Direct Registration System, or (c) a confirmation
of deposit into the designated broker’s account of the number
of Option Shares, in book-entry form, purchased upon exercise of
the Option (including, without limitation, any Option Shares
deliverable following the completion of the cashless exercise
procedures described in Section 4(b)(iii) above), and
(ii) any cash payment to which the Grantee is entitled
(a) in lieu of a fractional share of LBTYA, as provided in
Section 2 above, or (b) following the requested sale of its
Option Shares. Any delivery of shares of LBTYA will be deemed
effected for all purposes when (i) (a) a certificate
representing or statement of holdings reflecting such shares has
been delivered personally to the Grantee or, if delivery is by
mail, when the stock transf
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