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, as amended
and restated (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 _________, 200___ (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 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.
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(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 12.5% of the Option Shares;
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(ii)
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On
each
,
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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
6.25% 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 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 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:
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(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
(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,
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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 transfer agent of the Company has deposited
the certificate or statement of holdings in the United States mail,
addressed to the Grantee, or (b) confirmation of deposit into
the designated broker’s account of such shares, in written or
electronic format, is first made available to Grantee, and
(ii) any cash payment will be deemed effected when a check
from the Company, payable to or at the direction of the Grantee and
in the amount equal to the amount of the cash payment, has been
delivered personally to or at the direction of the Grantee or
deposited in the United States mail, addressed to the Grantee or
his or her nominee.
7. Early
Termination of the Option . Unless otherwise determined by the
Committee in its sole discretion, the Option will terminate, prior
to the expiration of the Term, at the time specified
below:
(a) Subject to
Section 7(b), if Termination of Service occurs other than
(i) by the Company or a Subsidiary (whether for Cause or
without Cause) or (ii) by reason of Grantee’s death or
Disability, then the Option will terminate at the Close of Business
on the first Business Day following the expiration of the 90-day
period which began on the date of Termination of
Service.
(b) If the Grantee dies
(i) prior to Termination of Service or prior to the expiration
of a period of time following Termination of Service during which
the Option remains exercisable as provided in Section 7(a) or
Section 7(c), as applicable, the Option will terminate at the
Close of Business on the first Business Day following the
expiration of the one-year period which began on the date of the
Grantee’s death, or (ii) prior to the expiration of a
period of time following Termination of Service during which the
Option remains exercisable as provided in Section 7(d), the
Option will terminate at the Close of Business on the first
Business Day following the expiration of (A) the one-year
period which began on the date of the Grantee’s death or
(B) the Special Termination Period, whichever period is
longer.
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(c) Subject to
Section 7(b), if Termination of Service occurs by reason of
Disability, then the Option will terminate at the Close of Business
on the fir
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