exv10w12



 





Exhibit 10.12




LIBERTY GLOBAL, INC.




SENIOR EXECUTIVE PERFORMANCE INCENTIVE PLAN




PARTICIPATION CERTIFICATE




Participant:                    [Name]                    

Maximum Award Achievable:      $                    

Date:                     , 2007



     1. Plan Participation. The Compensation Committee (the “Committee”) of the Board of
Directors of Liberty Global, Inc. (the “Company”) has designated the above named individual (the
“Participant”) to participate in the Company’s Senior Executive Performance Incentive Plan
(effective as of February 26, 2007) (the “Performance Plan”) with the above specified maximum bonus amount
achievable (“Maximum Award”). The Participant’s participation in the Performance Plan and ability
to earn any amount up to the Maximum Award is subject to all of the terms and conditions of the
Performance Plan, a copy of which is attached hereto as Exhibit A, and all applicable rules and
regulations adopted by the Committee from time to time thereunder. The Performance Plan was
adopted pursuant to, and provides for Performance Awards within the meaning of, the Liberty Global,
Inc. 2005 Incentive Plan (the “LGI Incentive Plan”), the terms of which are incorporated by
reference in and form a part of the Performance Plan. Capitalized terms used in this Participation
Certificate and not otherwise defined herein have the meaning ascribed thereto in the Performance
Plan, including where applicable, the LGI Incentive Plan.



     As a participant in the Performance Plan, the Participant will not be eligible for any grant
of an equity Award under the LGI Incentive Plan during the Performance Period.*



     2. Restrictions/Performance Goals. The portion, if any, of the Maximum Award that a
Participant will be eligible to receive, which the Performance Plan refers to as the “Earned
Award,” will be determined by the Committee in accordance with Article II of the Performance Plan,
taking into account the OCF CAGR achieved during the Performance Period commencing January 1, 2007,
the Participant’s Annual Performance Rating for each year in the Performance Period, any additional
performance objectives established pursuant to Section 2.2(d) of the Performance Plan and, if the
Participant is an NEO, such other factors as the Committee deems relevant. Further, the
Participant’s ability to earn any portion of the Maximum Award is subject to the Participant’s
continuous employment with the Company and its Subsidiaries through the end of the Performance
Period, and the payment of the full amount of the Participant’s Earned Award, if any, is subject to
the Participant’s continuous employment with the Company



 






* [Initial equity award in connection with
commencement of employment permitted for a participant commencing employment
after January 1, 2007.]




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and its Subsidiaries through September 30, 2011 with a minimum specified Annual Performance
Rating, except as otherwise provided in the Performance Plan.




     3. Method/Timing of Payment. Payment of the Participant’s Earned Award, if any, will
be made in Restricted Shares of Series A Common Stock and Series C Common Stock, unrestricted
shares of Series A Common Stock and Series C Common Stock, cash or any combination of the
foregoing, as elected by the Committee in its discretion from time to time. In accordance with
Section 3.2 of the Performance Plan, payments in cash or unrestricted shares will be made, and
vesting of Restricted Shares will occur, generally in equal semi-annual installments on each March
31 and September 30, commencing March 31, 2009, subject to reduction, forfeiture or acceleration as
provided in the Performance Plan.



     4. Taxes; Recoupment. The obligations, if any, of the Company to deliver shares of
Common Stock or pay cash to the Participant shall be subject to applicable national, federal, state
and local tax withholding requirements, which the Company may satisfy through withholding of shares
otherwise issuable or then vesting, or deduction from any payment of any kind otherwise due, to the
Participant. If the Company’s consolidated financial statements for any of the years ended
December 31, 2006, 2007 or 2008 are required to be restated at any time as a result of an error
(whether or not involving fraud or misconduct) and the Committee determines that if the financial
results had been properly reported the portion of the Maximum Award earned by the Participant would
have been lower than the Participant’s Earned Award, then the Participant shall be required to
refund and/or forfeit the excess amount of his or her Earned Award.



     5. Employment.



          (a) Nothing contained herein shall confer upon the Participant any right to continued
employment by the Company or any of its Subsidiaries, or interfere in any way with the right of the
Company or any of its Subsidiaries, subject to the terms of any separate employment agreement to
the contrary, at any time to terminate such employment, with or without cause, to increase or
decrease such Participant’s compensation from the rate in effect at the date hereof or to change
such Participant’s title or duties.



          (b) The Participant’s participation in the Performance Plan and any amounts earned with
respect thereto is special incentive compensation that will not be taken into account, in any
manner, as salary, earnings, compensation, bonus or benefits, in determining the amount of any
payment under any pension, retirement, profit sharing, 401(k), life insurance, salary continuation,
severance or other employee benefit plan, program or policy of the Company or any of its
Subsidiaries or any employment agreement or arrangement with the Participant.



          (c) It is a condition of the Participant’s participation in the Performance Plan that, in the
event of Termination of Employment for whatever reason, whether lawful or not, including in
circumstances which could give rise to a claim for wrongful and/or unfair dismissal (whether or not
it is known at the time of Termination of Employment



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that such a claim may ensue), the Participant will not by virtue of such Termination of
Employment, subject to Article IV of the Performance Plan, become entitled to any damages or
severance or any additional amount of damages or severance in respect of any rights or expectations
of whatsoever nature the Participant may have under the Performance Plan. Notwithstanding any
other provision of the Performance Plan or this Participation Certificate, neither the
Participant’s participation in the Performance Plan nor any amount earned with respect thereto will
form part of the Participant’s entitlement to remuneration or benefits pursuant to the
Participant’s employment agreement or arrangement, if any. The rights and obligations of the
Participant under the terms of his or her employment agreement, if any, will not be enhanced
hereby.



          (d) In the event of any inconsistency between the terms hereof or of the Performance Plan and
any employment, severance or other agreement with the Participant, the terms hereof and of the
Performance Plan shall control. In the event of any inconsistency between the terms hereof and the
terms of the Performance Plan, the terms of the Performance Plan shall control.



     6. No Right to Further Awards. Nothing contained herein or in the Performance Plan
shall confer upon the Participant any right to or eligibility to receive any further award under
the Performance Plan, the LGI Incentive Plan or any other compensatory plan that the Company or its
Subsidiaries may determine to implement in the future.



     7. Nontransferability. During the Participant’s lifetime, no right or benefit of the
Participant under the Performance Plan shall be transferable (voluntarily or involuntarily) other
than pursuant to a Domestic Relations Order. The Participant may designate a beneficiary or
beneficiaries to whom the Participant’s applicable rights or benefits will pass upon the
Participant’s death and may change such designation from time to time by delivering a written
notice of designation of beneficiary or beneficiaries to the Secretary of the Company, provided
that no such designation will be effective unless so delivered prior to the death of the
Participant. If no such designation is made or if the designated beneficiary does not survive the
Participant’s death, then the Participant’s applicable rights or benefits will pass by will or the
laws of descent or distribution.



     8. Company Rights. Nothing contained herein or in the Performance Plan shall affect
in any way the right or power of the Company or its stockholders to accomplish any corporate act.



     9. Jurisdiction; Waiver of Jury Trial. The Participant’s acceptance hereof shall
evidence Participant’s consent to the exclusive jurisdiction and venue of the U.S. federal court or
Colorado state courts located in Denver, Colorado in any action to construe this Participation
Certificate or the Performance Plan, consent to the personal jurisdiction of any such court, waiver
of any defense of inconvenient forum or similar defenses and waiver of any right to a trial by jury
in such action.



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     10. Amendment and Termination. Subject to the limitations of Section 6.5 of the
Performance Plan, the Committee may at any time and from time to time alter, amend, suspend or
terminate the Performance Plan in whole or in part.



     11. Entire Agreement. This Participation Certificate, the Performance Plan, the LGI
Incentive Plan and the rules and procedures, including additional objectives, adopted from time to
time by the Committee contain all the provisions applicable to the Participant’s participation in
the Performance Plan and no other statements, documents or practices may modify, waive or alter
such provisions unless expressly set forth in writing, signed by the Chairman of the Committee and
delivered to the Participant.



     12. Participant Acceptance. The Participant’s signature below shall signify
acceptance hereof and consent to all the terms and conditions hereof and of the Performance Plan.
If the Participant fails to execute and deliver this Participation Certificate to the Secretary of
the Company by                     , 2007, this Participation Certificate and Participant’s participation in the
Performance Plan shall be null and void.



	 	 	 	 	 
	 	 	ACCEPTED:
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Participant Name:	 	 
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 

	 	City/State/County:	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 

	 	Social Security/Payroll Number:	 	 
	 

	 	 	 	 






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