Exhibit 10.2
INCENTIVE STOCK OPTION NOTICE
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Bryan H. Hall
Old Gallops
127 Silverdale Avenue
Walton on Thames
Surrey
KT12 1EH
This Option Notice (the "Notice") dated as of December 8, 2006 (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. This 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 150,000 shares of the Company's
Common Stock at a price of $24.83 per share (the "Option"). The Option is
intended to qualify as an Incentive Stock Option under US tax laws and the
Company will treat it as such to the extent permitted by applicable law.
2. VESTING. The Option shall vest as to one-third (1/3rd) of the shares
covered thereby on March 15, 2007 and as to an additional one-third (1/3rd)
of such shares on each of March 15, 2008 and January 15, 2009, provided
that you are employed by the Company or one of its Subsidiary Corporations
on each such vesting date. Upon an Acceleration Event this Option, to the
extent not yet vested, shall become 100% vested.
3. EXERCISE PERIOD. Except as set forth in paragraph 2, the Option shall
stop vesting immediately upon the termination of your employment and any
portion of the Option that is not vested at the time of termination of your
employment shall immediately be forfeited and cancelled. Your right to
exercise that portion of the Option that is vested at the time of your
termination shall terminate on the earlier of the following dates: (a)
three months after the termination of your employment 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) December 7, 2016.
4. 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 check 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 tax or duty payable
and arising by reason of the exercise of the Option).
5. TRANSFERABILITY. Neither this Option nor any interest in this Option may
be transferred other than by will or the laws of descent or distribution,
and this Option may be exercised during your lifetime only by you or your
guardian or legal representative.
for and on behalf of
NTL INCORPORATED
/s/ Stephen A. Burch
Stephen A. Burch
President and Chief Executive Officer