Form of Deferral Election Form



 Exhibit 10.21 
 LIBERTY GLOBAL, INC. 
 NONEMPLOYEE DIRECTOR DEFERRED
COMPENSATION PLAN 
 DEFERRAL ELECTION FORM 
 Name:                                      
   
 This Deferral Election is subject to all of the terms of the Liberty Global, Inc. Nonemployee Director
Deferred Compensation Plan (the “Plan”). I acknowledge that I have received a copy of the Plan and that my participation is subject to the terms and conditions of the Plan and this Deferral Election. I understand that capitalized terms in
this Deferral Election have the meanings assigned to such terms in the Plan. 
  

	I.	DEFERRAL ELECTION: 

  

	 	A.	Annual Fees 

 I hereby elect to defer the following percentages of my Annual Fees: 
  

									
	Calendar Quarter:	  	First Quarter	 	Second Quarter	 	Third Quarter	 	Fourth Quarter
					
	 Percentage Deferred:
	  	        %	 	        %	 	        %	 	        %
					
	 *Annual Fees in equity form:
	  	 ̈	 	 ̈	 	 ̈	 	 ̈

  

	 	*	You may elect to receive your Annual Fees in the form of equity. You are not required to designate the form of your Annual Fees until the time of payment. However, if
you wish to act now, you may check the applicable box above to elect payment of your Annual Fees in the form of equity. 

  

	 	B.	Equity Awards  

  ̈        I hereby elect to defer payment of         % of the Series A Restricted Stock Units and
        % of the Series C Restricted Stock Units comprising my annual Equity Award. I understand and acknowledge that by making this election I am also irrevocably electing that my Annual Equity Grant pursuant
to the Liberty Global, Inc. Compensation Policy for Nonemployee Directors be paid in a combination of stock options and restricted stock units in accordance with the terms of such policy. 
  

	II.	FORM OF DISTRIBUTION 

 I hereby elect the following form of payment commencing on the applicable distribution event (check one box and complete, if necessary): 
  ̈     A single lump sum payment; or 
  ̈     A series of              (specify ten or fewer) substantially equal
annual installments. 








	III.	SINGLE YEAR OR STANDING ELECTION: 

  ̈        Single Year Election: This Deferral Election is applicable for Annual Fees and/or Equity Awards, if any,
that would otherwise be payable or awarded in the calendar year beginning after the date of this Deferral Election. 
  ̈        Standing Election: This Deferral Election is applicable for Annual Fees and/or Equity Awards, if any, that would otherwise be payable or awarded in all future
calendar years beginning after the date of this Deferral Election, unless or until I revoke this Deferral Election, in writing, for future years. 
  

	IV.	PARTICIPANT SIGNATURE AND DATE: 

 I understand that this Deferral Election will become irrevocable on December 31st of the year prior to the calendar year for which this Deferral Election is made. 
 I understand that this Deferral Election may be cancelled and become obsolete, and I may need to complete another Deferral Election, if the
terms of the Plan are amended. 
 I understand that no fractional shares will be deferred. If the percentage I elect to defer of
my Equity Award or my Annual Fees payable in equity would result in deferral of a fractional share, the number of shares actually deferred will be rounded to the nearest whole share. 
 I further understand that the Company may take whatever steps the Company, in its sole discretion, deems appropriate or necessary to satisfy
the Company’s state, federal or foreign income tax, social security, Medicare, and other tax withholding obligations arising out of the award. 
 This Deferral Election shall be interpreted, and such amounts shall in all events be paid, in a manner consistent with Section 409A so as to avoid adverse tax consequences related to the deferrals.

 I am aware that any elections I have hereby made may have significant tax consequences to me and, to the extent I deem
necessary, I have received advice from my personal tax advisor before making this deferral election. 
  

					
	  
	 	 	 	Deliver to:
	Participant’s Signature	 		 	
		 		 	Liberty Global, Inc.
		 		 	Attn: Elizabeth M. Markowski
	  
	 		 	12300 Liberty Boulevard
	Date Signed	 		 	Englewood, Colorado 80112

  

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