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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DECEMBER 14, 2006
Date of Report
DECEMBER 8, 2006
Date of Earliest Event Reported
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NTL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 000-50886 59-3778427
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
909 THIRD AVENUE
SUITE 2863
NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
(212) 906-8440
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS FOR
CERTAIN OFFICERS.
NTL Incorporated (the "Company") has entered into an Amended and Restated
Employment Agreement, dated as of December 8, 2006, with Bryan H. Hall (the
"Amended Employment Agreement"), pursuant to which Mr. Hall will continue
to serve as the General Counsel of the Company. The following summary of
the Amended Employment Agreement is qualified in its entirety by reference
to the full text of the Amended Employment Agreement attached as Exhibit
10.1 hereto and incorporated by reference herein.
The Amended Employment Agreement supersedes and replaces in its entirety
the prior employment agreement, dated as of May 28, 2004, to which Mr. Hall
and NTL Incorporated (now renamed NTL Holdings Inc.) ("Old NTL") were
parties prior to the combination of Old NTL and the Company (formerly
Telewest Global, Inc.).
Pursuant to the Amended Employment Agreement, the Company has agreed to
provide Mr. Hall with the following compensation and benefits:
o A base salary of (pound)300,000 per year in respect of the period
prior to September 12, 2006, and (pound)320,000 per year in
respect of the period on and following September 12, 2006.
o An annual bonus opportunity under the Company's cash bonus plans
with an on-target bonus percentage of 75% of base salary, subject
to a maximum of 150% of base salary. Mr. Hall will also
participate in the Company's Long Term Incentive Plan as in
effect from time to time.
o The opportunity to participate in health insurance and life
insurance plans, policies, programs and arrangements in
accordance with the Company's policies as in effect from time to
time, as well as the right to receive the benefits of the
Company's standard expatriate benefits package.
In connection with his entry into the Amended Employment Agreement, the
Company granted Mr. Hall options to purchase 150,000 shares of common stock
of the Company at a per share exercise price of $24.83 and 67,500 shares of
restricted stock of the Company. These options and shares will vest in
three equal increments on March 15, 2007, March 15, 2008, and January 15,
2009, subject to Mr. Hall's continued employment and other terms and
conditions contained in the stock option agreement and restricted stock
agreement between the Company and Mr. Hall attached as Exhibits 10.2 and
10.3 hereto, respectively, and incorporated by reference herein. Upon the
occurrence of a change in control of the Company, these options and shares
will automatically become fully vested.
The term of the Amended Employment Agreement ends on January 15, 2009. In
the event that, during the term, the Company terminates Mr. Hall's
employment without cause or Mr. Hall suffers a constructive termination
without cause, the Company will pay Mr. Hall a lump-sum severance payment
of cash equal to three times his then-current base salary. If Mr. Hall's
employment with the Company is not renewed upon the expiration of the term,
the Company will pay him a lump-sum severance payment of cash equal to the
sum of (1) a minimum of six months of his then-current base salary and a
maximum of one times his then-current annual base salary and (2) a full
annual bonus for the Company's 2008 fiscal year based on the actual
satisfaction of applicable performance goals.
Mr. Hall is subject to customary non-competition and non-solicitation
covenants during his term of employment and for eighteen months following
termination of his employment, as well as to customary confidentiality
covenants. The Amended Employment Agreement indemnifies Mr. Hall for losses
incurred by him in connection with his service as a director or officer of
the Company.
ITEM 9.01. EXHIBITS
EXHIBIT DESCRIPTION
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10.1 Amended and Restated Employment Agreement entered into by and
between NTL Incorporated and Bryan H. Hall, dated as of
December 8, 2006.
10.2 Incentive Stock Option Notice from NTL Incorporated to
Bryan H. Hall, dated as of December 8, 2006.
10.3 Restricted Stock Agreement between NTL Incorporated and
Bryan H. Hall, dated as of December 8, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 14, 2006
NTL INCORPORATED
By: /s/ Scott Dresser
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Name: Scott Dresser
Title: Assistant Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ---------------- -------------------------------------------------------------
10.1 Amended and Restated Employment Agreement entered into by and
between NTL Incorporated and Bryan H. Hall, dated as of
December 8, 2006.
10.2 Incentive Stock Option Notice from NTL Incorporated to
Bryan H. Hall, dated as of December 8, 2006.
10.3 Restricted Stock Agreement between NTL Incorporated and
Bryan H. Hall, dated as of December 8, 2006.