RESTRICTED STOCK AGREEMENT
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THIS AGREEMENT (this "Agreement"), made as of the 20th day of January,
2005 (the "Grant Date"), between Telewest Global, Inc., a Delaware
corporation (the "Company"), and _________ (the "Grantee").
WHEREAS, the Company has adopted the Telewest Global, Inc. 2004 Stock
Incentive Plan (the "Plan") in order to grant equity compensation to (among
others) officers and employees of the Company and its Subsidiary
Corporations; and
WHEREAS, the Company's Compensation Committee has determined to grant
shares of Restricted Stock to the Grantee as provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Stock.
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The Company hereby grants to the Grantee, and the Grantee hereby
accepts from the Company, _______ 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 Grantee.
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Except as otherwise provided in this Agreement, the Grantee 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 the
Lapse Date (as hereinafter defined), the Grantee 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").
3. Vesting and Lapse of Transfer Restrictions.
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3.1. 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 or
(y) by reason of the Grantee's death or Disability.
3.2. Upon the occurrence of an Acceleration Event, the Transfer
Restrictions on 50% of the unvested shares of Restricted Stock shall lapse
and such shares of Restricted Stock shall immediately vest. Notwithstanding
any provision to the contrary set forth in the Plan, the Transfer
Restrictions on the remaining unvested shares of Restricted Stock shall not
lapse and such remaining shares of Restricted Stock shall not vest after
application of the immediately preceding sentence in the event of an
Acceleration Event if, in connection with such Acceleration Event, the
Company, a successor to the Company or the ultimate parent of the Company
or such successor following such Acceleration Event offers to continue the
employment of the Grantee and to provide compensation and employee benefits
that, in the aggregate, are substantially similar, as nearly as
practicable, to the compensation and employee benefits provided to him or
her immediately prior to the Acceleration Event (in each case excluding
equity compensation). If such an offer is not made to the Grantee, the
Transfer Restrictions on such remaining unvested shares of Restricted Stock
shall lapse and such remaining unvested shares of Restricted Stock shall
immediately vest at the time of the Acceleration Event.
3.3. Each date on which Transfer Restrictions on shares of
Restricted Stock lapse and such shares of Restricted Stock vest is referred
to in this Agreement as a "Lapse Date."
4. Escrow and Delivery of Shares.
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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 Grantee or the Grantee's
estate as set forth in Section 4.2 hereof, subject to the Grantee'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 the shares to
the Grantee or the Grantee's estate.
4.2 (a) 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 Grantee as soon as practicable
following the Lapse Date, provided that the Grantee has satisfied all
applicable requirements to pay Withholding Taxes with respect to the
Restricted Stock.
(b) The Grantee may receive, hold, sell, or otherwise
dispose of those shares delivered to the Grantee pursuant to Section 4.1
free and clear of the Transfer Restrictions, but subject to compliance with
all federal and state securities laws.
4.3 (a) Prior to the Lapse Date, each stock certificate
evidencing shares of Restricted Stock as to which the Transfer Restrictions
have not lapsed shall bear a legend in substantially the following form:
"This certificate and the shares of stock represented
hereby are subject to the terms and conditions
(including forfeiture, restrictions against transfer
and rights of repurchase, if applicable) contained in
the Restricted Stock Agreement (the "Agreement")
between the registered owner of the shares represented
hereby and the Company. Release from such terms and
conditions shall be made only in accordance with the
provisions of the Agreement, a copy of which is on file
in the office of the Secretary of Telewest Global,
Inc."
(b) As soon as practicable following the Lapse Date, the
Company shall issue new certificates in respect of the shares of Restricted
Stock which shall not bear the legend set forth in paragraph (a) of this
Section 4.3, which certificates shall be delivered in accordance with
Section 4.2 hereof.
5. Effect of Termination of Employment for any Reason.
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Other than as set forth in Section 3 hereof, upon termination of
the Grantee's employment with the Company and its Affiliates for any
reason, the Grantee shall forfeit the shares of Restricted Stock that are
not vested, and, from and after such forfeiture, the Grantee shall have no
rights with respect thereto.
6. Voting and Dividend Rights.
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Unless the Committee determines otherwise, all dividends declared
and paid by the Company on shares of Restricted Stock shall be deferred
until the lapsing of the Transfer Restrictions pursuant to Section 3 hereof
(and shall be subject to forfeiture upon forfeiture of the shares of
Restricted Stock as to which such deferred dividends relate). The deferred
dividends shall be held by the Company for the account of the Grantee. Upon
the Lapse Date, the dividends allocable to the shares of Restricted Stock
as to which the Transfer Restrictions have lapsed shall be paid to the
Grantee (without interest). The Company may require that the Grantee invest
any cash dividends received in additional Restricted Stock which shall be
subject to the same conditions and restrictions as the Restricted Stock
granted under this Agreement.
7. No Right to Continued Employment.
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Nothing in this Agreement shall be interpreted or construed to
confer upon the Grantee any right with respect to continuance of employment
by the Company or any of its Affiliates, nor shall this Agreement interfere
in any way with the right of the Company or any such Affiliate to terminate
the Grantee's employment at any time. For purposes of this Agreement, the
term "employment" shall be deemed to refer to (i) a Grantee's employment,
if the Grantee is an employee of the Company or any of its Affiliates, (ii)
a Grantee's services as a consultant, if the Grantee is a consultant to the
Company or any of its Affiliates and (iii) a Grantee's services as an
non-employee director, if the Grantee is a non-employee member of the
Board. The rights and obligations of a Grantee under the terms and
conditions of the Grantee's office or employment shall not be affected by
his or her participation in the Plan or any right he or she may have to
participate in the Plan. The Grantee waives all and any rights to
compensation or damages in consequence of the termination of his or her
office or employment with the Company and its Affiliates for any reason
whatsoever insofar as those rights arise, or may arise, from his or her
ceasing to have rights under this Agreement as a result of such termination
or from the loss or diminution in value of such rights. If necessary, the
Grantee's terms of employment shall be varied accordingly.
8. Withholding of Taxes.
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The Grantee shall pay to the Company the applicable federal,
state and local income taxes required by law to be withheld (the
"Withholding Taxes"), if any, upon the vesting and delivery of the Stock.
The Company shall have the right to deduct from any payment of cash to the
Grantee an amount equal to the Withholding Taxes in satisfaction of the
Grantee's obligation to pay Withholding Taxes.
9. Modification of Agreement.
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This Agreement may be modified, amended, suspended or terminated,
and any terms or conditions may be waived, but only by a written instrument
executed by the parties hereto.
10. Severability.
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Should any provision of this Agreement be held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the
remaining provisions of this Agreement shall not be affected by such
holding and shall continue in full force and effect in accordance with
their terms.
11. Governing Law.
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The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Delaware
without giving effect to the conflicts of laws principles thereof.
12. Successors in Interest; Transfer.
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This Agreement shall inure to the benefit of and be binding upon
any successor to the Company. This Agreement shall inure to the benefit of
the Grantee's heirs, executors, administrators and successors. All
obligations imposed upon the Grantee and all rights granted to the Company
under this Agreement shall be binding upon the Grantee's heirs, executors,
administrators and successors. This Agreement is not assignable by the
Grantee.
TELEWEST GLOBAL, INC.
By:
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Name:
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Title:
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ACCEPTED AND AGREED
By:
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Grantee