Exhibit 10.2
NON-QUALIFIED STOCK OPTION NOTICE
[name]
[address]
This Option Notice (the "Notice") dated as of [grant date] (the "Grant
Date") is being sent to you by NTL Incorporated (including any successor
company, the "Company"). As you are presently serving as an employee of NTL
Incorporated or one of its subsidiary corporations, in recognition of your
services and pursuant to the NTL Incorporated 2006 Stock Incentive Plan
(the "Plan") the Company has granted you the Option provided for in this
Notice. The Option is subject to the terms and conditions set forth in the
Plan, which is incorporated herein by reference, and defined terms used but
not defined in this Notice shall have the meaning set forth in the Plan.
1. Grant of Option. The Company hereby irrevocably grants to you, as of the
Grant Date, an option to purchase up to [number] shares of the Company's
Common Stock at a price of $[strike price] per share. This Option is not
intended to qualify as an Incentive Stock Option under US tax laws and it
is not intended to qualify as an approved Option under UK tax laws.
2. Vesting. This Option shall vest as to 20% of the shares on January 1,
2007 (the "First Vesting Date") and as to an additional 20% of the shares
on each of the next four anniversaries of the First Vesting Date
thereafter, until fully vested. Upon an Acceleration Event this Option, to
the extent not yet vested, shall become 100% vested.
3. Exercise Period. Generally, this Option may not be exercised unless you
are at the time of exercise an employee of the Company, a subsidiary
corporation or a parent corporation and unless you have remained
continuously so employed since the Grant Date. This Option shall stop
vesting immediately upon the termination of your employment and your right
to exercise the Option, to the extent vested, shall terminate on the
earlier of the following dates: (a) three months after your termination
other than for Cause; (b) one year after your termination resulting from
your retirement, disability or death; (c) the date on which your employment
is terminated for Cause; or (d) [final maturity date].
4. Condition to Exercise. This Option may not be exercised in any
circumstances unless and until the Company is satisfied that you have
entered into a binding election in the form prescribed by the Company
pursuant to which you assume liability for the whole of the employers'
national insurance contributions due in respect of share option gains
arising from this Option.
5. Manner of Exercise. This Option may be exercised by delivery to the
Company of a written notice signed by the person entitled to exercise the
Option, specifying the number of shares which such person wishes to
purchase, together with a certified or bank cheque or cash (or such other
manner of payment as permitted by the Plan) for the aggregate option price
for that number of shares and any required withholding (including a payment
sufficient to indemnify the Company or any subsidiary of the Company in
full against any and all liability to account for any income tax,
employee's national insurance contributions or duty payable and arising by
reason of the exercise of the Option) and the amount necessary to meet the
employers' national insurance contributions referred to in paragraph 4 of
this Notice.
6. Transferability. Neither this Option nor any interest in this Option may
be transferred other than by will or the laws of descent or distribution.
for and on behalf of
NTL INCORPORATED
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Steve Burch
Chief Executive Officer