Exhibit 10.3
This AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (the "Amendment"), is
entered into as of this 17th day of December, 2005, by and between NTL
Incorporated, a Delaware corporation (the "Corporation"), and Simon Duffy
(the "Executive").
WHEREAS, pursuant to the Nonqualified Stock Option Agreement, dated
as of May 7, 2004 (the "Option Agreement"), the Corporation has granted the
Executive options (the "Options") to purchase shares of common stock, par
value $0.01 per share, of the Corporation (the "Shares") pursuant to the
Corporation's 2004 Stock Incentive Plan (the "Plan");
WHEREAS, the Options have an exercise price of $0.01 per Share
subject thereto; and
WHEREAS, the Corporation and the Executive intend hereby to provide,
as to any portion of the Options that vests in 2005 or thereafter, that the
Executive shall exercise such portion of the Options not later than March
15th of the year immediately following the year in which such vesting
occurs and thereby that any deferral of compensation associated with such
portion of the Options shall qualify as a "short-term deferral" within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended,
and any regulations and other guidance promulgated thereunder;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valid consideration, and intending to be legally
bound hereby, the Corporation and the Executive agree as follows:
1. Timing of Exercise of the Options. Notwithstanding any provision of the
Plan or the Option Agreement to the contrary, if and to the extent that any
portion of the Options becomes vested in 2005 or in any subsequent calendar
year, the Executive shall exercise such portion of the Options not later
than March 15th of the calendar year next following the calendar year in
which such vesting occurs (or, if applicable, such shorter period
applicable to such portion of the Options as provided in the Option
Agreement as in effect immediately prior to this Amendment). If any such
portion of the Options is required to be exercised within the time periods
provided in this Section 1 and is not so exercised within such time period,
such portion of the Options shall automatically be cancelled at the
expiration of such time period. This Amendment shall be construed as a
limitation on the time periods during which the Executive may exercise the
Options under the Option Agreement as in effect immediately prior to this
Amendment (including, without limitation, upon the Executive's termination
of employment) and shall in no event be construed to lengthen such time
periods.
2. Procedure for Exercise of the Options.
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(a) The exercise of any of the Options that become vested in
2005 or in any subsequent calendar year shall be made pursuant to the
provisions of the Plan and the Option Agreement as modified by
Sections 2(b) and 2(c) of this Amendment.
(b) In addition to the aggregate exercise price of the portion
of the Options being exercised, the Executive shall pay to the
Corporation an additional amount of cash (the "Additional Cash") in
an amount not to exceed the then-current Fair Market Value (as
defined in the Plan) of one Share, to be determined by the
Corporation and applied in partial satisfaction of the Executive's
federal, state and local (U.S. and non-U.S.) taxes required to be
withheld by reason of such exercise (the "Tax Liability"). The
Corporation shall notify the Executive of the amount of Additional
Cash at the time of exercise.
(c) Upon the exercise of any portion of the Options, the
Corporation shall deduct from the number of Shares subject to such
exercise a number of whole Shares which, when added to the Additional
Cash, shall have a Fair Market Value (as defined in the Plan) equal
to the aggregate amount of the Tax Liability.
3. Incorporation of the Amendment into the Option Agreement. This Amendment
shall, upon its execution and delivery by the parties, constitute an
amendment of the Option Agreement and shall be deemed incorporated into the
Option Agreement as if fully set forth therein. Except as modified by the
Amendment, the Option Agreement shall remain in full force and effect in
accordance with its terms. This Amendment and the 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.
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 Executive has hereunto set the Executive's hand, on the
day and year first above written.
NTL INCORPORATED
/s/ Simon Duffy /s/ Bryan H. Hall
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Simon Duffy
By: Bryan H. Hall
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Its: Secretary and General Counsel
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