Exhibit 10.1
This AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT (the "Amendment"), is
entered into as of this 19th day of December, 2005, by and between Telewest
Global, Inc., a Delaware corporation (the "Corporation"), and __________
(the "Executive").
WHEREAS, pursuant to the Nonqualified Stock Option Agreement, dated as
of __________, ____ (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 $.01 per Share subject
thereto; and
WHEREAS, the Corporation and the Executive intend hereby to provide
that (i) as to that portion of the Options that vested in July, 2005, the
Executive shall exercise such portion of the Options not later than March
15, 2006, and (ii) as to that portion of the Options that vests after
December 31, 2005, the Executive shall exercise such portion of the Options
on the date of vesting and, in the case of each of (i) and (ii), that any
deferral of compensation associated with any such portion of the Options
thereby 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.
(a) Notwithstanding any provision of the Plan or the Option
Agreement to the contrary, as to that portion of the Options that
vested in July, 2005, the Executive shall exercise such portion of the
Options not later than March 15, 2006 (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).
(b) 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 after December 31, 2005, the Executive
shall exercise such portion of the Options on the day on which such
vesting occurs.
(c) If any portion of the Options is required to be exercised as
provided in Section 1(a) or 1(b) and is not exercised as so required,
such portion of the Options shall automatically be cancelled at the
expiration of the time period during which such exercise was permitted
to occur.
(d) 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.
(a) The exercise of any of the Options to which this Amendment
applies 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 may 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 all federal, national, 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) Unless the Executive satisfies the Tax Liability with cash
from other sources, then, 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
any 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.
TELEWEST GLOBAL, INC.
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By:
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Its:
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