Exhibit 10.2
AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
THIS AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (the
"Amendment"), dated as of , 2005, by and between Telewest Global,
Inc., a Delaware corporation (the "Company"), and Barry Elson (the
"Optionee");
WHEREAS, the Optionee has previously been granted an Option to
purchase Shares pursuant to the Nonqualified Stock Option Agreement, dated
as of July 19, 2004, to which the Optionee and the Company are parties (the
"Stock Option Agreement"); and
WHEREAS, the parties intend hereby to amend the Stock Option
Agreement to provide additional protection to the Optionee in the event of
an "Acceleration Event" (as defined in the Plan);
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Stock Option Agreement, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Section 4.1 of the Stock Option Agreement is hereby amended to add the
following sentence at the end of such Section:
Notwithstanding the foregoing schedule as to exercisability, however,
the unvested portion of the Option shall fully vest and become
immediately exercisable on one of the events set forth in Section
4.3.
2. A new Section 4.3 is hereby added to the Stock Option Agreement, as
follows:
4.3 Notwithstanding any provision to the contrary, any unvested
portion of the Option shall fully vest and become immediately
exercisable upon the termination of the Optionee (i) by reason of the
Optionee's death or Disability or (ii) following an Acceleration
Event, (A) by the Company other than for Cause or (B) by the Optionee
for Good Reason; provided, however, if the Optionee reasonably
demonstrates that any action or termination taken with respect to the
Optionee prior to an Acceleration Event (x) was at the request of a
third party that has indicated an intention or taken steps reasonably
calculated to effect an Acceleration Event or (y) otherwise arose in
connection with, or in anticipation of, an Acceleration Event that
has been threatened or proposed, such termination or action shall be
deemed to have occurred following an Acceleration Event for the
purposes of determining whether the Optionee has Good Reason pursuant
to the terms of this Agreement; and provided, further, that, if any
such termination or action occurs while an agreement is pending and
the effective provisions of such agreement provide for a transaction
or transactions which if consummated would constitute an Acceleration
Event, then such termination or action shall conclusively be presumed
to have occurred in connection with an Acceleration Event.
For purposes of this Agreement, "Good Reason" shall mean, in the
absence of the written consent of the Optionee, (w) any reduction in
the Optionee's compensation and employee benefits such that the
compensation and employee benefits to which the Optionee 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 equity compensation), (x) the assignment to
the Optionee of substantial duties which the Optionee can demonstrate
(i) are outside any area of such Optionee's recent professional
responsibilities within the Company or (ii) do not offer any
opportunity for contribution to advancing the business objectives of
the Company or its ultimate parent (following the Acceleration Event)
or (iii) are intended by the Company or its ultimate parent
(following the Acceleration Event) to cause the Optionee to resign
his or her employment, (y) any requirement that the Optionee (1) be
based anywhere more than 150 miles from the office where the Optionee
is located immediately prior to the Acceleration Event or (2) travel
on Company business to an extent substantially greater than the
Optionee's travel obligations immediately prior to the Acceleration
Event or (z) the failure of the Company or its ultimate parent
(following any Acceleration Event) to require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the
Company or its ultimate parent to assume expressly and agree to be
bound by this Agreement in the same manner and to the same extent
that the Company or its ultimate parent (following any Acceleration
Event) would be bound if no such succession had taken place. For the
avoidance of doubt, the parties hereto understand that neither a
change in the Optionee's reporting responsibilities nor the
termination of the Optionee's responsibilities relating to the
management and operation of a public company shall by itself
constitute Good Reason.
3. Incorporation of the Amendment into the Stock Option Agreement. This
Amendment shall, upon its execution and delivery by the parties, constitute
an amendment of the Stock Option Agreement and shall be deemed incorporated
into the Stock Option Agreement as if fully set forth therein. Except as
modified by the Amendment, the Stock Option Agreement shall remain in full
force and effect in accordance with its terms. This Amendment and the Stock
Option Agreement constitute the entire agreement and supersede all prior
agreements and understandings, oral and written, between the parties hereto
with respect to the subject matter hereof and thereof. Capitalized terms
used but not defined herein shall have the meanings set forth in the Stock
Option Agreement or in the Plan, as applicable.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by authority of the Compensation Committee of its Board of
Directors, and the Optionee has hereunto set the Optionee's hand, on the
day and year first above written.
TELEWEST GLOBAL, INC.
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By:
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Its:
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