Exhibit 10.4
AMENDMENT TO RESTRICTED STOCK AGREEMENT
THIS
AMENDMENT TO RESTRICTED STOCK AGREEMENT (the "Amendment"),
dated
as of
, 2005, by and between Telewest Global, Inc., a Delaware
corporation (the "Company"), and
(the "Grantee");
WHEREAS,
the Grantee has previously been awarded shares of Restricted
Stock pursuant to the Restricted Stock
Agreement, dated as of January 20,
2005, to which the Grantee and the Company
are parties (the "Restricted
Stock Agreement"); and
WHEREAS,
the parties intend hereby to amend the Restricted Stock
Agreement to provide additional protection
to the Grantee in the event of
an Acceleration Event (as defined
below);
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and in the Restricted Stock
Agreement, the sufficiency of which is
hereby acknowledged, the parties hereto
agree as follows:
1. Section 3.1 of the Restricted Stock
Agreement is hereby deleted and the
following is inserted therefor:
Subject to
Sections 3.2 and 5 hereof, the Transfer Restrictions on
the
Restricted Stock shall lapse and the Restricted Stock granted
hereunder
shall vest in full on the earlier of (i) the second
anniversary of the Grant Date and (ii) the termination of the
Grantee's
employment (x) by the Company and its Affiliates other than
for Cause,
(y) by reason of the Grantee's death or Disability or (z)
following an
Acceleration Event, by the Grantee for Good Reason.
For
purposes of this Agreement, "Good Reason" shall mean in the
absence of
the written consent of the Grantee (w) any reduction in
the
Grantee's compensation and employee benefits such that the
compensation and employee benefits to which the Grantee is
entitled,
in the
aggregate, following such reduction are no longer
substantially similar to the compensation and employee benefits
provided
to him or her immediately prior to the Acceleration Event
(in each
case excluding eq
