exv10w2



 






Exhibit 10.2




[Series A]






FORM OF
LIBERTY GLOBAL, INC.

2005 INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AGREEMENT




               THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made as of ___, 200___(the
“Grant Date”), by and between LIBERTY GLOBAL, INC., a Delaware corporation (the “Company”), and the
individual whose name, address and social security/payroll number appear on the signature page
hereto (the “Grantee”).



               The Company has adopted the Liberty Global, Inc. 2005 Incentive Plan (the “Plan”), a copy of
which is attached to this Agreement as Exhibit A and by this reference made a part hereof, for the
benefit of eligible employees of, and independent contractors providing services to, the Company
and its Subsidiaries. Capitalized terms used and not otherwise defined herein will have the
meaning given thereto in the Plan.



               Pursuant to the Plan, the Compensation Committee (the “Committee”) appointed by the Board
pursuant to Section 3.1 of the Plan to administer the Plan has determined that it would be in the
interest of the Company and its stockholders to award an option to Grantee, subject to the
conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee
additional remuneration for services rendered, to encourage the Grantee to continue to provide
services to the Company or its Subsidiaries and to increase the Grantee’s personal interest in the
continued success and progress of the Company.



               The Company and the Grantee therefore agree as follows:



               1. Definitions. The following terms, when used in this Agreement, have the following
meanings:



               “Business Day” means any day other than Saturday, Sunday or a day on which banking
institutions in Denver, Colorado, are required or authorized to be closed.



               “Cause” has the meaning specified for “cause” in Section 11.2(b) of the Plan.



               “Close of Business” means, on any day, 5:00 p.m., Denver, Colorado time.



               “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.



               “Committee” has the meaning specified in the recitals to this Agreement.



               “Company” has the meaning specified in the preamble to this Agreement.



 









 






               “Direct Registration System” means the book-entry registration system maintained by the
Company’s stock transfer agent, pursuant to which shares of LBTYA are held in non-certificated form
for the benefit of the registered holder thereof.



               “Exercise Price” means $  per LBTYA share.



               “Grant Date” has the meaning specified in the preamble to this Agreement.



               “Grantee” has the meaning specified in the preamble to this Agreement.



               “LBTYA” means the Series A common stock, par value $.01 per share, of the Company.



               “Option” has the meaning specified in Section 2 of this Agreement.



               “Option Shares” has the meaning specified in Section 2 of this Agreement.



               “Plan” has the meaning specified in the recitals of this Agreement.



               “Required Withholding Amount” has the meaning specified in Section 5 of this Agreement.








[“Special Termination Period” has the meaning specified in Section 7(d) of this Agreement.]




               “Term” has the meaning specified in Section 2 of this Agreement.



               “Termination of Service” means the Grantee’s provision of services to the Company and its
Subsidiaries as an officer, employee or independent contractor, terminates for any reason.



               “Year of Continuous Service” has the meaning specified in Section 7(d) of this Agreement.



               2. Grant of Options. Subject to the terms and conditions herein, pursuant to the Plan, the
Company grants to the Grantee an option (the “Option”) to purchase from the Company the number of
shares of LBTYA set forth on the signature page hereto (the “Option Shares”) at a purchase price
per LBTYA share equal to the Exercise Price. The Option granted herein is a “Nonqualified Stock
Option”. The Option, to the extent it has become exercisable in accordance with Section 3, will be
exercisable in whole at any time or in part from time to time during the period commencing on the
Grant Date and expiring at the Close of Business on ___, 20___(the “Term”), subject to earlier
termination as provided in Section 7. The Exercise Price and number of Option Shares are subject
to adjustment pursuant to Section 10. No fractional shares of LBTYA will be issuable upon exercise
of an Option, and the Grantee will receive, in lieu of any fractional share of LBTYA that the
Grantee otherwise would receive upon such exercise, cash equal to the fraction representing such
fractional share multiplied by the Fair



2









 




Market Value of one share of LBTYA as of the date on which such exercise is considered to
occur pursuant to Section 4.




               3. Conditions of Exercise. Unless otherwise determined by the Committee in its sole
discretion, the Option will be exercisable only in accordance with the conditions stated in this
Section 3.




          (a) Except as otherwise provided in Section 11.1(b) of the Plan or in the last sentence
of this Section 3(a), the Option will not be exercisable until ___, 200___and may
be exercised thereafter only to the extent it has become exercisable in accordance with the
following schedule:




	 	i.	 	On and after ___, 200___, the Option shall
be exercisable as to ___% of the Option Shares;






	 	ii.	 	On each ___[, ___, ___,
and ___] thereafter, the Option shall be exercisable as to the
percentage of the Option Shares as to which the Option had previously
become exercisable in accordance with this schedule plus an additional
___% of the Option Shares; and






	 	iii.	 	On and after ___, 200___, the Option shall
be exercisable as to 100% of the Option Shares.






Notwithstanding the foregoing, (x) the Option will become exercisable in full on the date of
Termination of Service if the Termination of Service occurs by reason of Grantee’s death or
Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without
Cause (as determined in the sole discretion of the Committee) more than six months after the
Grant Date, the Option will become exercisable on the date of Termination of Service with
respect to [the percentage of the Option Shares as to which the Option otherwise would
become exercisable during the remainder of the calendar year in which the Termination of
Service occurs] [the percentage of the Option Shares as to which the Option had previously
become exercisable, plus the product of (x) one-third (1/3) of the additional percentage of
the Option Shares as to which the Option would have become exercisable on the next following
date set forth in the above schedule, times (y) the number of full months of employment
completed since the most recent date of vesting specified in the foregoing schedule].




          (b) To the extent the Option becomes exercisable, the Option may be exercised in whole
or in part (at any time or from time to time, except as otherwise provided herein) until
expiration of the Term or earlier termination thereof.




          (c) The Grantee acknowledges and agrees that the Committee, in its discretion and as
contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time
after the date hereof with respect to the exercise of the Option and that the



3









 






exercise by the Grantee of the Option will be subject to the further condition that
such exercise is made in accordance with all such rules and regulations as the Committee may
determine are applicable thereto.



               4. Manner of Exercise. The Option will be considered exercised (as to the number of Option
Shares specified in the notice referred to in Section 4(a) below) on the latest of (i) the date of
exercise designated in the written notice referred to in Section 4(a) below, (ii) if the date so
designated is not a Business Day, the first Business Day following such date or (iii) the earliest
Business Day by which the Company has received all of the following:




          (a) A properly executed written exercise notice, in the form attached hereto as Exhibit
B or such other form as the Committee may require, containing such representations and
warranties as the Committee may require and designating, among other things, the date of
exercise and the number of Option Shares to be purchased;




          (b) Payment of the Exercise Price for each Option Share to be purchased in any (or a
combination) of the following forms:




               (i) cash,




               (ii) certified check, cashier’s check or other check acceptable to the Company, payable to the
order of the Company,




               (iii) to the extent permitted by applicable law, the delivery of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale or
loan proceeds required to pay the Exercise Price (and, if applicable the Required
Withholding Amount, as described in Section 5 below), provided that the full amount
of such payment is received by the Company,




               (iv) delivery to the Company of (A) certificates duly endorsed for transfer to
the Company representing shares of a publicly traded series of Common Stock, (B)
irrevocable instructions to the Company’s stock transfer agent to transfer to the
Company shares of a publicly traded series of Common Stock held in the Direct
Registration System for the benefit of Grantee or (C) evidence of transfer to the
Company of shares of a publicly traded series of Common Stock held in book-entry
form through The Depository Trust Company for the benefit of Grantee (in each case,
which shares will be valued for this purpose at their Fair Market Value on the date
of exercise), provided that the shares so delivered or transferred or as to which
such transfer instructions are delivered have been held by the Grantee for more than
six months or such other period as the Committee may specify, and/or




               (v) any other form of payment contemplated by the Plan, as the Committee may
permit; and



4









 






               (c) Any other documentation that the Committee may reasonably require.



               5. Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that the Company will
deduct from the shares of LBTYA otherwise deliverable upon exercise of the Option that number of
shares of LBTYA (valued at their Fair Market Value on the date of exercise) that is equal to the
amount, if any, of all national, state and local taxes required to be withheld by the Company upon
such exercise, as determined by the Committee (the “Required Withholding Amount”). If the Grantee
elects to make payment of the Exercise Price by delivery of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds required to pay the Exercise
Price, such instructions may also include instructions to deliver the Required Withholding Amount
to the Company. In such case, the Company will notify the broker promptly of the Committee’s
determination of the Required Withholding Amount.



               6. Payment or Delivery by the Company. As soon as practicable after receipt of all items
referred to in Section 4, and subject to the withholding referred to in Section 5, the Company will
deliver or cause to be delivered to or at the direction of the Grantee (i) (a) a certificate
representing the number of Option Shares purchased upon exercise of the Option, (b) a statement of
holdings reflecting the number of Option Shares purchased upon exercise of the Option and held
through the Direct Registration System, or (c) a confirmation of deposit into the designated
broker’s account of the number of Option Shares, in book-entry form, purchased upon exercise of the
Option (including, without limitation, any Option Shares deliverable following the completion of
the cashless exercise procedures described in Section 4(b)(iii) above), and (ii) any cash payment
to which the Grantee is entitled (a) in lieu of a fractional share of LBTYA, as provided in Section
2 above, or (b) following the requested sale of its Option Shares. Any delivery of shares of LBTYA
will be deemed effected for all purposes when (i) (a) a certificate representing or statement of
holdings reflecting such shares has been delivered personally to the Grantee or, if delivery is by
mail, when the stock transfer agent of the Company has deposited the certificate or statement of
holdings in the United States mail, addressed to the Grantee, or (b) confirmation of deposit into
the designated broker’s account of such shares, in written or electronic format, is first made
available to Grantee, and (ii) any cash payment will be deemed effected when a check from the
Company, payable to or at the direction of the Grantee and in the amount equal to the amount of the
cash payment, has been delivered personally to or at the direction of the Grantee or deposited in
the United States mail, addressed to the Grantee or his or her nominee.



               7. Early Termination of the Option. Unless otherwise determined by the Committee in its sole
discretion, the Option will terminate, prior to the expiration of the Term, at the time specified
below:




          (a) Subject to Section 7(b), if Termination of Service occurs other than (i) by the
Company or a Subsidiary (whether for Cause or without Cause) or (ii) by reason of Grantee’s
death or Disability, then the Option will terminate at the Close of Business on the first
Business Day following the expiration of the 90-day period which began on the date of
Termination of Service.



5









 






          (b) If the Grantee dies (i) prior to Termination of Service or prior to the expiration
of a period of time following Termination of Service during which the Option remains
exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Option will
terminate at the Close of Business on the first Business Day following the expiration of the
one-year period which began on the date of the Grantee’s death, or (ii) prior to the
expiration of a period of time following Termination of Service during which the Option
remains exercisable as provided in Section 7(d), the Option will terminate at the Close of
Business on the first Business Day following the expiration of (A) the one-year period which
began on the date of the Grantee’s death or (B) the Special Termination Period, whichever
period is longer.




          (c) Subject to Section 7(b), if Termination of Service occurs by reason of Disability,
then the Option will terminate at the Close of Business on the first Business Day following
the expiration of the one-year period which began on the date of Termination of Service.




          (d) If Termination of Service is by the Company or a Subsidiary without Cause (as
determined in the sole discretion of the Committee), the Option will terminate at the Close
of Business on the first Business Day following the expiration of [the 90-day period which
began on the date of Termination of Service.] [the Special Termination Period. The Special
Termination Period is the period of time beginning on the date of Termination of Service and
continuing for the number of days that is equal to the sum of (a) 90, plus (b) 180
multiplied by the Grantee’s total Years of Continuous Service. A Year of Continuous Service
means a consecutive 12-month period, measured by the Grantee’s hire date (as reflected in
the payroll records of the Company or a Subsidiary) and the anniversaries of that date,
during which the Grantee is employed by the Company or a Subsidiary without interruption.
For purposes of determining the Grantee’s Years of Continuous Service, Grantee’s employment
with the Company’s former parent, Liberty Media Corporation (“LMC”), and any predecessor of
the Company or LMC will be included, provided that the Grantee’s hire date with the Company
or a Subsidiary occurred within 30 days following the Grantee’s termination of employment
with LMC or such predecessor. If the Grantee was employed by a Subsidiary at the time of
such Subsidiary’s acquisition by the Company, the Grantee’s employment with the Subsidiary
prior to the acquisition date will not be included in determining the Grantee’s Years of
Continuous Service unless the Committee, in its sole discretion, determines that such prior
employment will be included. Notwithstanding the foregoing, the business combination in
which Liberty Media International, Inc. and UnitedGlobalCom, Inc. and their respective
Subsidiaries became Subsidiaries of the Company on June 15, 2005 shall not be deemed an
acquisition of any such Subsidiary by the Company for purpose of the preceding sentence.]




          (e) If Termination of Service is by the Company or a Subsidiary for Cause, then the
Option will terminate immediately upon such Termination of Service.



6









 






          In any event in which the Option remains exercisable for a period of time following the date
of Termination of Service as provided above, the Option may be exercised during such period of time
only to the extent the same was exercisable as provided in Section 3 above on such date of
Termination of Service. Unless the Committee otherwise determines, neither a change of the
Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or
another Subsidiary, nor a change in Grantee’s status from an independent contractor to an employee,
will be a Termination of Service for purposes of this Agreement if such change of employment or
status is made at the request or with the express consent of the Company. Unless the Committee
otherwise determines, however, any such change of employment or status that is not made at the
request or with the express consent of the Company and any change in Grantee’s status from an
employee to an independent contractor will be a Termination of Service within the meaning of this
Agreement. Notwithstanding any period of time referenced in this Section 7 or any other provision
of this Section 7 that may be construed to the contrary, the Option will in any event terminate
upon the expiration of the Term.



               8. Nontransferability. During the Grantee’s lifetime, the Option is not transferable
(voluntarily or involuntarily) other than pursuant to a Domestic Relations Order and, except as
otherwise required pursuant to a Domestic Relations Order, is exercisable only by the Grantee or
the Grantee’s court appointed legal representative. The Grantee may designate a beneficiary or
beneficiaries to whom the Option will pass upon the Grantee’s death and may change such designation
from time to time by filing a written designation of beneficiary or beneficiaries with the
Committee on the form annexed hereto as Exhibit C or such other form as may be prescribed by the
Committee, provided that no such designation will be effective unless so filed prior to the death
of the Grantee. If no such designation is made or if the designated beneficiary does not survive
the Grantee’s death, the Option will pass by will or the laws of descent and distribution.
Following the Grantee’s death, the Option, if otherwise exercisable, may be exercised by the person
to whom such right passes according to the foregoing and such person will be deemed the Grantee for
purposes of any applicable provisions of this Agreement.



               9. No Stockholder Rights. Prior to the exercise of the Option in accordance with the terms
and conditions set forth in this Agreement, the Grantee will not be deemed for any purpose to be,
or to have any of the rights of, a stockholder of the Company with respect to any Option Shares,
nor will the existence of this Agreement affect in any way the right or power of the Company or its
stockholders to accomplish any corporate act, including, without limitation, the acts referred to
in Section 11.16 of the Plan.



               10. Adjustments. The Option will be subject to adjustment (including, without limitation, as
to the number of Option Shares and the Exercise Price per share) in the sole discretion of the
Committee and in such manner as the Committee may deem equitable and appropriate in connection with
the occurrence of any of the events described in Section 4.2 of the Plan following the Grant Date.



               11. Restrictions Imposed by Law. Without limiting the generality of Section 11.8 of the Plan,
the Grantee will not exercise the Option, and the Company will not be obligated to make any cash
payment or issue or cause to be issued any shares of LBTYA, if counsel to the



7









 




Company determines that such exercise, payment or issuance would violate any applicable law or
any rule or regulation of any governmental authority or any rule or regulation of, or agreement of
the Company with, any securities exchange or association upon which shares of LBTYA are listed or
quoted. The Company will in no event be obligated to take any affirmative action in order to cause
the exercise of the Option or the resulting payment of cash or issuance of shares of LBTYA to
comply with any such law, rule, regulation or agreement.




               12. Notice. Unless the Company notifies the Grantee in writing of a different procedure, any
notice or other communication to the Company with respect to this Agreement will be in writing and
will be delivered personally or sent by United States first class mail, postage prepaid, overnight
courier, freight prepaid or sent by facsimile and addressed as follows:


Liberty Global, Inc.

12300 Liberty Boulevard

Englewood, Colorado 80112

Attn: General Counsel

Fax:                      


Any notice or other communication to the Grantee with respect to this Agreement will be in writing
and will be delivered personally, or will be sent by United States first class mail, postage
prepaid, to the Grantee’s address as listed in the records of the Company on the Grant Date, unless
the Company has received written notification from the Grantee of a change of address.




               13. Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented
or amended from time to time as approved by the Committee. Without limiting the generality of the
foregoing, without the consent of the Grantee,




          (a) this Agreement may be amended or supplemented from time to time as approved by the
Committee (i) to cure any ambiguity or to correct or supplement any provision herein which
may be defective or inconsistent with any other provision herein, or (ii) to add to the
covenants and agreements of the Company for the benefit of the Grantee or surrender any
right or power reserved to or conferred upon the Company in this Agreement, subject to any
required approval of the Company’s stockholders and, provided, in each case, that such
changes or corrections will not adversely affect the rights of the Grantee with respect to
the Award evidenced hereby, or (iii) to reform the Award made hereunder as contemplated by
Section 11.18 of the Plan, or (iv) to make such other changes as the Company, upon advice of
counsel, determines are necessary or advisable because of the adoption or promulgation of,
or change in or of the interpretation of, any law or governmental rule or regulation,
including any applicable federal or state securities laws; and




          (b) subject to any required action by the Board or the stockholders of the Company, the
Option granted under this Agreement may be canceled by the Company and a new Award made in
substitution therefor, provided that the Award so substituted



8









 






will satisfy all of the requirements of the Plan as of the date such new Award is made
and no such action will adversely affect any Option to the extent then exercisable.



               14. Grantee Employment. Nothing contained in this Agreement, and no action of the Company or
the Committee with respect hereto, will confer or be construed to confer on the Grantee any right
to continue in the employ or service of the Company or any of its Subsidiaries or interfere in any
way with the right of the Company or any Subsidiary to terminate the Grantee’s employment or
service at any time, with or without cause.



               15. Nonalienation of Benefits. Except as provided in Section 8 of this Agreement, (i) no
right or benefit under this Agreement will be subject to anticipation, alienation, sale,
assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the
same will be void, and (ii) no right or benefit hereunder will in any manner be liable for or
subject to the debts, contracts, liabilities or torts of the Grantee or other person entitled to
such benefits.



               16. Governing Law. This Agreement will be governed by, and construed in accordance with, the
internal laws of the State of Colorado. Each party irrevocably submits to the general jurisdiction
of the state and federal courts located in the State of Colorado in any action to interpret or
enforce this Agreement and irrevocably waives any objection to jurisdiction that such party may
have based on inconvenience of forum.



               17. Construction. References in this Agreement to “this Agreement” and the words “herein,”
“hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto. This
Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan and
shall be governed by and construed in accordance with the Plan and the administrative
interpretations adopted by the Committee thereunder. The word “include” and all variations thereof
are used in an illustrative sense and not in a limiting sense. All decisions of the Committee upon
questions regarding this Agreement will be conclusive. Unless otherwise expressly stated herein,
in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of
the Plan will control. The headings of the sections of this Agreement have been included for
convenience of reference only, are not to be considered a part hereof and will in no way modify or
restrict any of the terms or provisions hereof.



               18. Duplicate Originals. The Company and the Grantee may sign any number of copies of this
Agreement. Each signed copy will be an original, but all of them together represent the same
agreement.



               19. Rules by Committee. The rights of the Grantee and the obligations of the Company
hereunder will be subject to such reasonable rules and regulations as the Committee may adopt from
time to time.



               20. Entire Agreement. This Agreement is in satisfaction of and in lieu of all prior
discussions and agreements, oral or written, between the Company and the Grantee



9









 




regarding the subject matter hereof. The Grantee and the Company hereby declare and represent
that no promise or agreement not herein expressed has been made and that this Agreement contains
the entire agreement between the parties hereto with respect to the Award and replaces and makes
null and void any prior agreements between the Grantee and the Company regarding the Award. This
Agreement will be binding upon and inure to the benefit of the parties and their respective heirs,
successors and assigns.




               21. Grantee Acceptance. The Grantee will signify acceptance of the terms and conditions of
this Agreement by signing in the space provided at the end hereof and returning a signed copy to
the Company. If the Grantee does not execute this Agreement by ___, 200___, the grant
of the Option shall be null and void.



[Signature Page Follows]





10










 






Signature Page to Non-Qualified Stock Option Agreement

dated as of ________, 200__ between Liberty Global, Inc., and Grantee




	 	 	 	 	 	 	 
	 	 	LIBERTY GLOBAL, INC.
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	 	 	 	 	 
	

	 	Name:	 	 	 	 
	 	 	 	 	 
	

	 	Title:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ACCEPTED:
	 
	 	 	 	 	 	 
	 	 	 
	

	 	Grantee Name:	 	 	 	 
	 	 	 	 
	

	 	Address:	 	 	 	 
	 	 	 	 
	

	 	City/State/Country:	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Social Security Number:	 	 
	

	 	 	 	 





Grant No. ___________________________



Number of shares of LBTYA as to which Option is granted ___________________________________




11









 








Exhibit A

to

Non-Qualified Stock Option Agreement

dated as of _______, 200__ between Liberty Global, Inc. and Grantee




 




 




 




 




 




12









 








Exhibit B

To

Non-Qualified Stock Option Agreement

Dated as of _________, 200__ between Liberty Global, Inc. and Grantee




NOTICE OF EXERCISE OF OPTION

UNDER LIBERTY GLOBAL, INC. 2005 INCENTIVE PLAN




	 	 	 	 	 
	 

	 	TO:
	 	Liberty Global, Inc., Legal Department
	

	 	FROM:
	 	________________________________(Grantee)
	

	 	DATE:
	 	________________________________






     The undersigned hereby elects to exercise the following Option as to the number of Option
Shares indicated below pursuant to and subject to the provisions of the Liberty Global, Inc.
(“LGI”) 2005 Incentive Plan (the “Plan”) and the applicable Option agreement.



	 	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	Date of grant of Option and grant number:	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	2.	 	 	Exercise Price of Option:	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	3.	 	 	Number of Option Shares being purchased:	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	4.	 	 	Country of Employment:	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	5.	 	 	Employer Company:	 	 
	

	 	 	 	 	 	 	 	 
	 	 	 	6.	 	 	Check applicable payment instructions below for payment of the Exercise Price and any required withholding amount:
	

	 	 	 	 	 	___Check is enclosed in the amount of US $___	 	 
	 	 	 	 	 	 	_____ Enclosed are irrevocable instructions to a broker to deliver to LGI promptly
the amounts of the proceeds of the sale of all or a portion of the Option Shares or
of a loan from the broker to you required to pay the Exercise Price and any Required
Withholding Amount.
	

	 	 	 	 	 	________Other: _____________________________________________	 	 
	 	 	 	7.	 	 	You instruct LGI to send the LBTYA shares to the following account or address:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





     I understand that the above-described Option will be considered exercised as to the number of
Option Shares indicated above upon receipt of this Notice of Exercise by LGI. I also understand
that LGI or a Subsidiary will withhold any amounts required by law for the payment of applicable
taxes with respect to my exercise of this Option or any amounts owing to LGI or a Subsidiary.



	 	 	 	 	 
	 	 	
 

 

[Signature of Grantee]
	 	 
	 	 	
 

 

Address	 	 
	 	 	
 

 

City/State/Zip	 	 
	 	 	
 

 

Country	 	 
	 	 	
 

 

E-mail address	 	 





13









 






Exhibit C

to

Non-Qualified Stock Option Agreement

dated as of ________, 200__ between Liberty Global, Inc. and Grantee




Designation of Beneficiary




	 	 	 	 	 
	     I,

	 	 	 	(the “Grantee”), hereby declare
	

	 	 	 	 






	 	 	 	 	 
	that upon my death

	 	 	 	(the “Beneficiary”) of
	

	 	 	 	 
	

	 	           Name	 	 






	 	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	,	 	 	 
	 	 	 	 	 
	Street Address

	 	City
	 	State
	 	Zip Code	 	 	 	 






	 	 	 	 	 
	who is my

	 	 	 	, will be entitled to the
	

	 	 	 	 
	

	 	Relationship to Grantee	 	 





Option and all other rights accorded the Grantee by the above-referenced grant agreement (the
“Agreement”).




          It is understood that this Designation of Beneficiary is made pursuant to the Agreement and is
subject to the conditions stated herein, including the Beneficiary’s survival of the Grantee’s
death. If any such condition is not satisfied, such rights will devolve according to the Grantee’s
will or the laws of descent and distribution.



          It is further understood that all prior designations of beneficiary under the Agreement are
hereby revoked and that this Designation of Beneficiary may only be revoked in writing, signed by
the Grantee, and filed with the Company prior to the Grantee’s death.



	 	 	 
	 
	 	 
	 

	 	 
	Date

	 	Grantee







14