Exhibit 4.5


 


AMENDED AND RESTATED NTL 2004 STOCK
INCENTIVE PLAN


 


1.     Purpose; Construction. This Amended and Restated 2004 NTL Stock
Incentive Plan, as amended and restated as of March 3, 2006 (the “Plan”),
amends and restates the NTL Incorporated 2004 Stock Option Plan, which was
maintained by NTL Incorporated prior to its merger with the company formerly
known as Telewest Global, Inc. The Plan is intended to encourage stock
ownership by employees, directors and independent contractors of NTL
Incorporated (the “Corporation”) and its divisions and subsidiary and parent
corporations and other affiliates, so that they may acquire or increase
their proprietary interest in the Corporation, and to encourage such employees,
directors and independent contractors to remain in the employ or service of the
Corporation or its affiliates and to put forth maximum efforts for the success
of the business. To accomplish such purposes, the Plan provides that the
Corporation may grant Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock, Restricted Stock Units and Share Awards (each as hereinafter
defined).


 


2.     Definitions. As used in this Plan, the following words
and phrases shall have the meanings indicated:


 


(a)   An “Acceleration
Event” shall be deemed to have occurred if the event set forth in
any one of the following paragraphs in this Section 2(a) shall have
occurred:


 


(1)   any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Corporation (not including
in the securities beneficially owned by such Person any securities acquired
directly from the Corporation) representing 30% or more of the combined voting
power of the Corporation’s then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction described
in clause (a) of Paragraph (3) below; or


 


(2)   the following individuals cease for any
reason to constitute a majority of the number of directors then serving:
individuals who, on the date the Plan is adopted by the Board, constitute the
Board and any new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the election
of directors of the Corporation) whose appointment or election by the Board or
nomination for election by the Corporation’s stockholders was approved or
recommended by a vote of at least a majority of the directors then still in
office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended;
or


 


(3)   there is consummated a merger or
consolidation of the Corporation or any direct or indirect subsidiary of the
Corporation with any other corporation, other than (a) a merger or
consolidation which would result in the voting securities of the Corporation
outstanding immediately prior to such merger or consolidation continuing to 


 

















 


represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 50% of the combined voting
power of the securities of the Corporation or such surviving entity or any
parent thereof outstanding immediately after such merger or consolidation, or (b) a
merger or consolidation effected to implement a recapitalization of the
Corporation (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Corporation (not
including in the securities beneficially owned by such Person any securities
acquired directly from the Corporation) representing 30% or more of the
combined voting power of the Corporation’s then outstanding securities; or


 


(4)   the stockholders of the Corporation approve
a plan of complete liquidation or dissolution of the Corporation or there is
consummated an agreement for the sale or disposition by the Corporation of all
or substantially all of the Corporation’s assets, other than a sale or
disposition by the Corporation of all or substantially all of the Corporation’s
assets to an entity, at least 50% of the combined voting power of the voting
securities of which are owned by the stockholders of the Corporation
immediately prior to such sale.


 


Notwithstanding the foregoing, an “Acceleration Event” shall not be
deemed to have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of the
common stock of the Corporation immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of the Corporation
immediately following such transaction or series of transactions.


 


(b)   “Affiliate”
shall have the meaning set forth in Rule 12b-2 under Section 12 of
the Exchange Act.


 


(c)   “Affiliated Entity”
shall have the meaning set forth in Section 4 hereof.


 


(d)   “Agreement”
shall mean a written or electronic agreement between the Corporation and a
Participant evidencing the grant of an Option or Award and setting forth the
terms and conditions thereof.


 


(e)   “Award”
shall mean a grant of Restricted Stock, a Restricted Stock Unit, a Share Award
or any or all of them.


 


(f)    “Beneficial Owner”
shall have the meaning set forth in Rule 13d-3 under the Exchange Act,
except that a Person shall not be deemed to be the Beneficial Owner of any
securities which are properly filed on a Form 13-G.


 


(g)   “Board”
shall mean the Board of Directors of the Corporation.


 


(h)   “Cause”
shall mean as follows: (a) in the case of a Participant whose employment
with the Corporation or a Subsidiary Corporation is subject to the terms of an
employment agreement which includes a definition of “Cause”, the term “Cause”
as used in this Plan or any Agreement 


 

















 


shall have the meaning set forth in such employment agreement during
the period that such employment agreement remains in effect, and (b) in
all other cases, the term “Cause” as used in this Plan or any Agreement shall
mean (i) an intentional failure to perform reasonably assigned
duties, (ii) dishonesty or willful misconduct in the performance of
duties, (iii) involvement in a transaction in connection with the
performance of duties to the Corporation or any of its Subsidiary Corporations
which transaction is adverse to the interests of the Corporation or any of its
Subsidiary Corporations and which is engaged in for personal profit or (iv) willful
violation of any law, rule or regulation in connection with the
performance of duties (other than traffic violations or similar offenses).


 


(i)    “Code”
shall mean the Internal Revenue Code of 1986, as amended, and any reference to
the Code shall include all treasury regulations promulgated thereunder.


 


(j)    “Committee”
shall have the meaning set forth in Section 3 hereof.


 


(k)   “Common Stock”
shall mean the common stock, par value $.01 per share, of the Corporation.


 


(l)    “Disability” shall mean as
follows: (1) in the case of a Participant whose employment with the
Corporation or a Subsidiary Corporation is subject to the terms of an
employment agreement which includes a definition of “Disability”, the term “Disability”
as used in this Plan or any Agreement shall have the meaning set forth in such
employment agreement during the period that such employment agreement remains
in effect, and (2) in all other cases, the term “Disability” as used in
this Plan or any Agreement shall have the same meaning as the term “Disability”
as used in the Corporation’s long-term disability plan, or, if the Corporation has no long-term
disability plan, shall mean a Participant’s inability to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or that has lasted
or can be expected to last for a continuous period of not less than twelve
(12) months; provided, however, that when used in connection with the
exercise of an Incentive Stock Option following termination of employment, the
term “Disability” as used in this Plan or any Agreement shall mean a disability
within the meaning of Section 22(e)(3) of the Code.


 


(m)  “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(n)   “Fair Market Value”
per Share as of a particular date shall mean (i) if the Shares are then
traded in a stock exchange, on an over-the-counter market, or otherwise, the
closing price for the Shares in such market on such date or, if there were no
such sales on the particular date, but there were such sales of Common Stock on
dates within a reasonable period both before and after the particular date, the
weighted average of the closing sale prices on the nearest date before and
nearest date after the particular date, (ii) if the provisions of (i) of
this subsection (n) are inapplicable because actual sales are not
available during a reasonable period beginning before and ending after the
particular date, the average between the bona fide bid and asked prices on the
particular date, or if none, the weighted average of the means between the bona
fide bid and asked prices on the nearest trading date before and the nearest
trading date after the particular 


 

















 


date, if both such nearest dates are within a reasonable period, (iii) if
the provisions of (i) and (ii) of this subsection (n) are
inapplicable because no actual sale prices or bona fide bid and asked prices
are available on a date within a reasonable period before the particular date,
but such prices are available on a date within a reasonable period after the
valuation date, or vice versa, then the average between the highest and lowest
available sales prices or bid and asked prices, or (iv) if the Committee
believes the value of the Common Stock determined under (i), (ii) or (iii) of
this subsection (n) does not reflect the fair market value on the
particular date, such value as the Committee in its discretion may determine.


 


(o)   “Incentive Stock
Option” shall mean an Option that is an “incentive stock option”
within the meaning of Section 422 of the Code, or any successor provision,
and that is designated in the applicable Agreement as an Incentive Stock
Option.


 


(p)   “Nonqualified Stock
Option” shall mean any Option that is not an Incentive Stock Option,
including any Option that provides (as of the time such Option is granted) that
it will not be treated as an Incentive Stock Option.


 


(q)   “Option”
shall mean an option to purchase Shares.


 


(r)    “Parent Corporation”
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the employer corporation if, at the time of granting
an Option or Award, each of the corporations other than the employer
corporation owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.


 


(s)   “Participant”
shall mean a person to whom an Award or Option has been granted under the Plan.


 


(t)    “Person” shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Corporation or any of its Affiliates, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Corporation or any of its subsidiaries, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock
of the Corporation.


 


(u)   “Restricted Stock”
shall mean Shares issued or transferred to an Eligible Individual (as defined
in Section 4) pursuant to Section 7.


 


(v)   “Restricted Stock
Unit” shall mean rights granted to an Eligible Individual (as
defined in Section 4) pursuant to Section 7 representing a number of
hypothetical Shares.


 


(w)  “Rule 16b-3”
shall mean Rule 16b-3 promulgated under Section 16 of the Exchange
Act (or any other comparable provisions in effect at the time or times in
question).


 


(x)    “Share Award”
shall mean an Award of Shares granted pursuant to Section 8.


 

















 


(y)   “Shares”
shall mean shares of Common Stock and any other securities into which such
shares are changed or for which such shares are exchanged.


 


(z)    “Subsidiary Corporation”
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the employer corporation if, at the time of
granting an Option or Award, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.


 


3.     Administration.


 


The Plan shall be administered by the Compensation and
Option Committee of the Board (the “Compensation and Option Committee”) or such
other committee appointed either by the Board or by the Compensation and Option
Committee (the committee that administers the Plan, the “Committee”); provided,
however, to the extent determined necessary to satisfy the requirements for
exemption from Section 16(b) of the Exchange Act with respect to the
acquisition or disposition of securities hereunder or the requirements for
exemption from Section 162(m) of the Code, action by the Committee shall
be by a subcommittee of a committee of the Board composed solely of two or more
“non-employee directors” within the meaning of Rule 16b-3 and “outside
directors” as defined in Section 162(m) of the Code, appointed by the
Board or by the Committee. Notwithstanding anything in the Plan to the
contrary, to the extent determined to be necessary to satisfy an exemption
under Rule 16b-3 with respect to a grant hereunder (and, as applicable,
with respect to the disposition to the Corporation of a security hereunder), or
as otherwise determined advisable by the Committee, the terms of such grant and
disposition under the Plan shall be subject to the approval of the Board. Any
approval of the Board, as provided in the preceding sentence, shall not otherwise
limit or restrict the authority of the Committee to make grants under the Plan.
Notwithstanding the foregoing, the mere fact that a member of the Committee
shall fail to qualify as a “non-employee director” within the meaning of Rule 16b-3
or as an “outside director” as defined in Section 162(m) of the Code shall
not invalidate any Option or Award granted by the Committee, which Option or
Award is otherwise validly made under the Plan. The Committee shall have the
authority and discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan or necessary
or advisable in the administration of the Plan, including, without limitation,
the authority to: (1) grant Options and Awards; (2) interpret and
administer the Plan, (3) resolve any ambiguity, reconcile any
inconsistency, correct any default or deficiency and/or supply any omission in
the Plan or any instrument or agreement relating thereto, (4) determine
the purchase price of the Shares covered by each Option (the “Option Price”); (5) determine
the type or types of Options and Awards to be granted; (6) determine the
persons to whom, and the time or times at which, Options and Awards shall be
granted; (7) determine the number of Shares to be covered by each Option
and Award; (8) prescribe, amend and rescind rules and regulations
relating to the Plan; (9) determine the terms and provisions of the
Agreements (which need not be identical) entered into in connection with
Options and Awards granted under the Plan; and (10) make all other
determinations deemed necessary or advisable for the administration of the
Plan. In certain circumstances, the powers of the Committee under the Plan may be
exercised by the “independent directors” of the Board within the meaning of
NASDAQ Rule 4200(a)(15). The 


 

















 


Committee may delegate to one or more of its members or to one or
more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any responsibility the
Committee or such person may have under the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan or any
Option or Award or any documents evidencing any and all Options and Awards
shall be within the sole discretion of the Committee, may be made at any
time pursuant to the Plan and shall be final, conclusive, and binding upon all
parties, including, without limitation, the Corporation, any Affiliate, any
Participant, any holder or beneficiary of any Options and Awards, and any
shareholder of the Corporation. The Board shall fill all vacancies, however
caused, in the Committee. The Board may from time to time appoint
additional members to the Committee, and may at any time remove one or
more members of the Committee and substitute others. One member of the
Committee may be selected by the Board as chairman. The Committee shall
hold its meetings at such times and places as it shall deem advisable. All
determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at any
meeting or by written consent. The Committee may appoint a secretary and
make such rules and regulations for the conduct of its business as it
shall deem advisable, and shall keep minutes of its meetings. No member of the
Board or Committee shall be liable for any action taken or determination made
in good faith with respect to the Plan or any Option or Award granted
hereunder.


 


4.     Eligibility.


 


Options and Awards may be granted (i) to
employees (including, without limitation, (x) officers and directors who
are employees and (y) any individual to whom a formal written offer of
employment has been extended) and directors (who are not employees) of the
Corporation, including its present or future divisions, and Subsidiary
Corporations and Parent Corporations; (ii) to employees of an affiliated
entity of the Corporation (an “Affiliated Entity”) which is designated by the
Board to participate in the Plan; and (iii) to independent contractors of
the Corporation, including its present or future divisions, Subsidiary
Corporations, Parent Corporations or Affiliated Entities ((i), (ii) and (iii) collectively,
“Eligible Individuals”). In determining the persons to whom Options and Awards
shall be granted and the number of Shares to be covered by each Option and
Award, the Committee shall take into account the duties of the respective
persons, their present and potential contributions to the success of the
Corporation and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan. A Participant shall be
eligible to receive more than one grant of an Option or Award during the term
of the Plan, but only on the terms and subject to the restrictions hereinafter
set forth.


 


5.     Stock.


 


Shares shall be subject to Options and Awards
hereunder. Such Shares may, in whole or in part, be authorized but unissued
Shares or Shares that shall have been or that may be reacquired by the
Corporation. The aggregate number of Shares as to which Options and Awards may be
granted from time to time under the Plan shall not exceed 21,500,000, all of
which may be subject to Incentive Stock Options. The limitation
established by the preceding sentence shall be subject to adjustment as
provided in Section 6(j) and Section 9 hereof. The aggregate number
of Shares with respect to which Options and Awards may be granted to any
individual Participant 


 

















 


during the Corporation’s fiscal year shall not exceed 2,500,000. In the
event that any portion of an outstanding Option or Award under the Plan for any
reason expires or is canceled, surrendered, exchanged or otherwise terminated
without having been exercised in full, the Shares allocable to such portion
(including, if applicable, all shares subject to the Option or Award) shall
(unless the Plan shall have been terminated) become available for subsequent
grants of Options and Awards under the Plan. In addition, if any Option is
exercised by tendering Shares, either actually or by attestation, to the Corporation
as full or partial payment of the exercise price, the maximum number of Shares
available under the Plan shall be increased by the number of Shares so
tendered.


 


6.     Terms and Conditions of Options. Each Option granted pursuant to the Plan
shall be evidenced by an Agreement, which shall comply with and be subject to
the following terms and conditions:


 


(a)   Number of Shares.   Each Agreement evidencing the
grant of an Option shall state the number of Shares to which the Option
relates.


 


(b)   Type of Option.   Each Agreement evidencing the
grant of an Option shall specifically identify the Option as either an
Incentive Stock Option or a Nonqualified Stock Option.


 


(c)   Option Price.   Each Agreement evidencing the
grant of an Option shall state the Option Price, which shall be determined by
the Committee at the time of grant; provided, however, that in the case of an
Incentive Stock Option, the Option Price shall in no event be less than the
Fair Market Value of a Share at the time of grant. The Option Price shall be
subject to adjustment as provided in Sections 6(j) and 9 hereof. An Option
shall be considered to be granted on the date designated by the Committee in
the resolution authorizing the grant of such Option.


 


(d)   Medium and Time of Payment.   Options may be exercised
in whole or in part at any time during the Option period by giving written
notice of exercise to the Corporation specifying the number of Shares to be
purchased, accompanied by payment of the Option Price. Payment of the Option
Price shall be made in such manner as the Committee may provide in the
Agreement evidencing the grant of the Option, which may include cash
(including cash equivalents, such as by certified or bank check payable to the
Corporation), delivery of unrestricted Shares that have been owned by the
Participant or, as applicable, a permissible transferee (as provided in Section 6(i))
for at least six months, by means of any cashless exercise procedure approved
by the Committee as permitted by law (including the withholding of Shares
otherwise issuable upon exercise), any other manner determined by the Committee
as permitted by law, or any combination of the foregoing.


 


(e)   Term and Exercise of
Options.   Options
shall be exercisable over the exercise period as and at the times and upon the
conditions that the Committee may determine, as reflected in the
Agreement; provided, however, that the Committee shall have the authority to
accelerate the exercisability of any outstanding Option at such time and under
such circumstances as it, in its sole discretion, deems appropriate; provided,
further, that such exercise period of a Nonqualified Stock Option shall not
exceed eleven (11) years from the date of grant of such option; provided, 


 

















 


further, that such exercise period of an Incentive Stock Option shall
not exceed ten (10) years from the date of grant of such option. The
exercise period shall be subject to earlier termination as provided in Section 6(g) hereof.
An Option may be exercised, as to any or all full Shares as to which the
Option has become exercisable, by giving written notice of such exercise to the
Corporation’s Option administrator or to such individual(s) as the Committee may from
time to time designate.


 


(f)    Limitations on
Incentive Stock Options.   To the extent that the aggregate Fair Market Value of
Shares with respect to which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year under the Plan and any
other stock option plan of the Corporation shall exceed $100,000, such Options
shall be treated as Nonqualified Stock Options. Such Fair Market Value shall be
determined as of the date on which each such Incentive Stock Option is granted.
In applying the limitation in the preceding two sentences in the case of multiple
Option grants, Options which were intended to be Incentive Stock Options shall
be treated as Nonqualified Stock Options according to the order in which they
were granted such that the most recently granted Options are first treated as
Nonqualified Stock Options. No Incentive Stock Option may be granted to an
individual if, at the time of the proposed grant, such individual owns (or is
deemed to own under the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation unless (1) the
Option Price of such Incentive Stock Option is at least 110% of the Fair Market
Value of a Share at the time such Incentive Stock Option is granted and (2) such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted.


 


(g)   Termination.   Except as provided in this Section 6(g) and
in Section 6(h) hereof or in the Agreement, an Option may not be
exercised by the Participant to whom it was granted or by a transferee to whom
such Option was transferred (as provided in Section 6(i)) unless the
Participant is then in the employ or service of the Corporation or a division
or any corporation which was, at the time of grant of such Option, a Subsidiary
Corporation or Parent Corporation thereof (or a corporation or a Parent or
Subsidiary Corporation of such corporation issuing or assuming the Option in a
corporate transaction) or an Affiliated Entity, and unless the Participant has
remained continuously so employed or continuously performing such service since
the date of grant of the Option. Unless otherwise provided in the Agreement, in
the event that the employment or service of a Participant shall terminate
(other than by reason of death, Disability or retirement), all Options granted
to such Participant or transferred by such Participant (as provided in Section 6(i))
that are exercisable at the time of such termination may, unless earlier
terminated in accordance with their terms, be exercised by the Participant or
by a transferee within three (3) months after such termination, but not
beyond the expiration of the term of the Option; provided, however, that if the
employment or service of a Participant shall terminate for Cause, all Options
theretofore granted to such Participant or transferred by such Participant (as
provided in Section 6(i)) that are exercisable at the time of such
termination shall, to the extent not theretofore exercised, terminate. Nothing
in the Plan or in any Agreement shall confer upon an individual any right to
continue in the employ or service of the Corporation or any of its divisions,
Parent Corporations, Subsidiary Corporations or Affiliated Entities or
interfere in any way with the right of the Corporation or any such division, Parent
Corporation, Subsidiary Corporation or Affiliated Entity to terminate such
employment or service. The Committee may, in an Agreement or thereafter,
provide for additional periods to exercise Options following a 


 

















 


termination of a Participant’s employment or change in such Participant’s
status of employment arising by reason of the sale of a Subsidiary Corporation
or a division of the Corporation or a Subsidiary Corporation.


 


(h)   Death, Disability or
Retirement of Participant.   Unless otherwise provided in the
Agreement, if a Participant shall die while employed by or performing services
for the Corporation or a division thereof or any corporation which was, at the
time of grant of such Option, a Subsidiary Corporation or Parent Corporation
thereof (or a corporation or a Parent or Subsidiary Corporation of such
corporation issuing or assuming the Option in a corporate transaction) or an
Affiliated Entity, or within three (3) months after the termination of
such Participant’s employment or service, other than for Cause, or if the
Participant’s employment or service shall terminate by reason of Disability or
retirement (as determined by the Committee in its sole discretion), all Options
theretofore granted to such Participant or transferred by such Participant (as
provided in Section 6(i)), to the extent otherwise exercisable at the time
of death or termination of employment or service, may, unless earlier
terminated in accordance with their terms, be exercised by the Participant or
by the Participant’s estate or by a person who acquired the right to exercise
such Option by bequest or inheritance or otherwise by reason of the death or
Disability of the Participant, or by a transferee (as provided in Section 6(i)),
at any time within one year after the date of death, Disability or retirement
of the Participant, but not beyond the expiration of the term of the Option.


 


(i)    Nontransferability of
Options.   Unless
otherwise provided in the Agreement and except as provided in this Section 6(i),
and in any event in the case of an Incentive Stock Option, no Option granted
hereunder shall be transferable by the Participant to whom it was granted,
other than by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of such Participant only by the Participant or
such Participant’s guardian or legal representative. To the extent the
Agreement so provides, and subject to such conditions as the Committee may prescribe,
a Participant may, upon providing written notice to the General Counsel of the
Corporation, elect to transfer the Nonqualified Stock Options granted to such
Participant pursuant to such agreement, without consideration therefor, to
members of his or her “immediate family” (as defined below), to a trust or
trusts maintained solely for the benefit of the Participant and/or the members
of his or her immediate family, or to a partnership or partnerships whose only
partners are the Participant and/or the members of his or her immediate family.
Any purported assignment, alienation, pledge, attachment, sale, transfer, or
encumbrance that does not qualify as a permissible transfer under this Section 6(i) shall
be void and unenforceable against the Plan and the Corporation. For purposes of
this Section 6(i), the term “immediate family” shall mean, with respect to
a particular Participant, the Participant’s spouse, children or grandchildren,
and such other persons as may be determined by the Committee. The terms of
any such Option and the Plan shall be binding upon a permissible transferee,
and the beneficiaries, executors, administrators, heirs and successors of the
Participant and, as applicable, a permissible transferee.


 


(j)    Effect of Certain
Changes.


 


(1)   Effect of Acceleration Event.   Unless otherwise provided in
an Agreement, if there is an Acceleration Event while unexercised Options
remain outstanding under the 


 

















 


Plan, then from and after
the date of the Acceleration Event (the “Acceleration Date”), all Options that
have not expired or terminated in accordance with the Plan or an Agreement
shall be exercisable in full, whether or not otherwise exercisable.


 


(2)   Effect of Certain Other Changes.   Unless otherwise provided in
an Agreement, in the event of the proposed dissolution or liquidation of the
Corporation, in the event of any corporate separation or division, including,
but not limited to, split-up, split-off or spin-off, or in the event of a
merger or consolidation of the Corporation with another corporation (a “Transaction”),
the Committee (1) may authorize the redemption of the unexercised
portion of an Option for a consideration per share of Common Stock equal to the
excess, if any, of (i) the consideration payable per share of Common Stock
in connection which such transaction, over (ii) the Option Price (and any
Option so redeemed shall terminate upon the making of such payment), (2) may provide
that the holder of each Option shall, prior to such action or transaction (but
conditioned upon the occurrence thereof), have the right to exercise such
Option (at its then Option Price) or (3) may equitably adjust
outstanding Options in such other manner as it deems appropriate.


 


(k)  Rights as a Stockholder.
  A
Participant or a transferee of an Option shall have no rights as a stockholder
with respect to any Shares covered by the Option until the date of the issuance
of a stock certificate to him for such Shares. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distribution of other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 9
hereof.


 


7.        Terms and Conditions of Restricted Stock and Restricted
Stock Units.


 


(a)  Restricted Stock.   Each Award of Restricted
Stock granted pursuant to the Plan shall be evidenced by an Agreement, which
shall contain such restrictions, terms and conditions as the Committee may, in
its discretion, determine and (without limiting the generality of the
foregoing) such Agreement may require that an appropriate legend be placed
on Share certificates. Awards of Restricted Stock shall be subject to the terms
and provisions set forth below in this Section 7(a) and in Section 7(c).


 


(1)   Rights of Participant.   Shares of Restricted Stock
granted pursuant to an Award hereunder shall be issued in the name of the
Participant as soon as reasonably practicable after the Award is granted,
provided that the Participant has executed an Agreement evidencing the Award,
the appropriate blank stock powers and, in the discretion of the Committee, an
escrow agreement and any other documents which the Committee may require
as a condition to the issuance of such Shares. At the discretion of the
Committee, Shares issued in connection with an Award of Restricted Stock shall
be deposited together with the stock powers with an escrow agent (which may be
the Corporation) designated by the Committee. Unless the Committee determines
otherwise and as set forth in the Agreement, upon delivery of the Shares to the
escrow agent, the Participant shall have all of the rights of a shareholder
with respect to such Shares, 


 

















 


including the right to
vote the Shares and to receive all dividends or other distributions paid or
made with respect to the Shares.


 


(2)   Non-transferability.   Until all restrictions upon
the Shares of Restricted Stock awarded to a Participant shall have lapsed in
the manner set forth in Section 7(a)(3), such Shares shall not be sold,
transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated.


 


(3)   Lapse of Restrictions.


 


(i)    Generally.   Subject to the provisions of Section 7(c),
restrictions upon Shares of Restricted Stock awarded hereunder shall lapse at
such time or times and on such terms and conditions as the Committee may determine.
The Agreement evidencing the Award shall set forth any such restrictions.


 


(ii)   Effect of Acceleration
Event.   Unless
otherwise determined by the Committee at the time of grant and set forth in the
Agreement evidencing the Award of Restricted Stock, if there is an Acceleration
Event while Shares of Restricted Stock remain outstanding under the Plan, all
of the restrictions on such Shares of Restricted Stock shall lapse.


 


(4)   Treatment of Dividends.
  At
the time an Award of Restricted Stock is granted, the Committee may, in its
discretion, determine that the payment to the Participant of dividends, or a
specified portion thereof, declared or paid on such Shares by the Corporation
shall be (i) deferred until the lapsing of the restrictions imposed upon
such Shares and (ii) held by the Corporation for the account of the
Participant until such time. In the event that dividends are to be deferred,
the Committee shall determine whether such dividends are to be reinvested in
Shares (which shall be held as additional Shares of Restricted Stock) or held
in cash. If deferred dividends are to be held in cash, there may be
credited interest on the amount of the account at such times and at a rate per
annum as the Committee, in its discretion, may determine. Payment of
deferred dividends in respect of Shares of Restricted Stock (whether held in
cash or as additional Shares of Restricted Stock), together with interest
accrued thereon, if any, shall be made upon the lapsing of restrictions imposed
on the Shares in respect of which the deferred dividends were paid, and any
dividends deferred (together with any interest accrued thereon) in respect of
any Shares of Restricted Stock shall be forfeited upon the forfeiture of such
Shares.


 


(5)   Delivery of Shares.   Upon the lapse of the restrictions
on Shares of Restricted Stock, the Committee shall cause a stock certificate or
evidence of book entry Shares to be delivered to the Participant with respect
to such Shares of Restricted Stock, free of all restrictions hereunder.


 


(b)   Restricted Stock Unit Awards.   Each Award of Restricted
Stock Units granted pursuant to the Plan shall be evidenced by an Agreement,
which shall contain such restrictions, terms and conditions as the Committee
may, in its discretion, determine. Awards of Restricted Stock Units shall be
subject to the terms and provisions set forth below in this Section 7(b) and
in Section 7(c).


 

















 


(1)   Payment of Awards.   Each Restricted Stock Unit
shall represent the right of the Participant to receive a number of Shares set
forth in an Agreement upon vesting of the Restricted Stock Unit or on any later
date specified by the Committee.


 


(2)   Effect of Acceleration
Event.   Unless
otherwise determined by the Committee at the time of grant and set forth in the
Agreement evidencing the Award of Restricted Stock Units, if there is an
Acceleration Event while Restricted Stock Units remain outstanding under the
Plan, all Restricted Stock Units shall become fully vested.


 


(c)   Effect of a Termination of
Employment.   The
Agreement evidencing the grant of each Award of Restricted Stock or Restricted
Stock Units shall set forth the terms and conditions applicable to such Award
upon a termination of employment with, or service as a director of, the
Corporation or a division or any Subsidiary Corporation, Parent Corporation or
Affiliated Entity, which shall be as the Committee may, in its discretion,
determine at the time the Award is granted or thereafter.


 


(d)   Effect of a Transaction.   In the event of a
Transaction, the Awards issued hereunder shall continue in effect in accordance
with their respective terms, except that following a Transaction either (i) each
outstanding Award shall be treated as provided for in the agreement entered
into in connection with the Transaction or (ii) if not so provided for in
such agreement, each holder of an Award shall be entitled to receive in respect
of each Share subject to any outstanding Awards, as the case may be,
payment or transfer in respect of any Award, the same number and kind of stock,
securities, cash, property or other consideration that each holder of a Share
was entitled to receive in the Transaction in respect of a Share; provided,
however, that such stock, securities, cash, property, or other consideration
shall remain subject to all of the conditions, restrictions and performance
criteria which were applicable to the Awards prior to such Transaction.


 


8.     Terms and Conditions of Share
Awards.


 


The Committee may grant a Share Award to any
Eligible Individual on such terms and conditions as the Committee may determine
in its sole discretion. Share Awards may be made as additional
compensation for services rendered by the Eligible Individual or may be in
lieu of cash or other compensation to which the Eligible Individual is entitled
from the Corporation.


 


9.     Effect of Certain Changes.


 


If there is any change in the number of Shares through
the declaration of stock or cash dividends, or recapitalization resulting in
stock splits or reverse stock splits, or combinations or exchanges of such
Shares, or other corporate actions or transactions affecting the capitalization
of the Corporation, the aggregate number of Shares available for Options and
Awards, the aggregate number of Options and Awards that may be granted to
any person in any calendar year, the number of such Shares covered by
outstanding Options and Awards, and the Option Price of outstanding Options
shall be proportionately adjusted by the Committee to reflect any increase or
decrease in the number of issued Shares so as to in the Committee’s judgment
and sole discretion prevent the diminution or enlargement of the benefits
intended by the Plan; provided, however, that any fractional Shares resulting
from such adjustment shall be rounded to 


 

















 


the nearest whole share. In the event of any other extraordinary
corporate transaction, including but not limited to distributions of cash or
other property to the Corporation’s shareholders, the Committee may equitably
adjust outstanding Options and Awards as it deems appropriate.


 


The decision whether or not to make adjustments and
such adjustments, if any, made by the Committee, shall be final, binding and
conclusive.


 


10.   Agreement by Participant Regarding
Withholding Taxes.


 


The Corporation or any Subsidiary Corporation, Parent
Corporation or Affiliated Entity shall withhold from any payment of cash or
Shares to a Participant or other person under the Plan an amount sufficient to
cover any withholding taxes which may become required with respect to such
payment or shall take any other action as it deems necessary to satisfy any
income or other tax withholding requirements in respect of any Option or Award.
The Corporation or any Subsidiary Corporation, Parent Corporation or Affiliated
Entity shall have the right to require the payment of any such taxes and
require that any person furnish information deemed necessary by the Corporation
or any Subsidiary Corporation, Parent Corporation or Affiliated Entity to meet
any tax reporting obligation as a condition to exercise or before making any
payment pursuant to an Award or Option. With the approval of the Committee, a
Participant may, in satisfaction of his or her obligation to pay withholding
taxes in connection with the exercise, vesting or other settlement of an Option
or Award, elect to have withheld a portion of the Shares then issuable to him
or her having an aggregate Fair Market Value equal to the minimum amount of tax
required to be withheld. Such Shares shall be valued at their Fair Market Value
on the date on which the amount of tax to be withheld is determined. Fractional
share amounts shall be settled in cash. Such an election may be made with
respect to all or any portion of the Shares to be delivered pursuant to an
Option or Award.


 


11.   Rights as an Employee.


 


Nothing in the Plan or in any instrument executed
pursuant to the Plan will confer upon any Participant any right to continue in
the employ of the Corporation or affect the right of the Corporation to
terminate the employment of any Participant at any time with or without Cause.


 


12.   Other Provisions.


 


The Agreements authorized under the Plan shall contain
such other provisions, including, without limitation, the imposition of
restrictions upon the exercise of an Option or the transfer of Shares
underlying an Option and the inclusion of any condition as the Committee shall
deem advisable.


 


13.   Term of Plan.


 


Options and Awards may be granted pursuant to the
Plan from time to time within a period of ten (10) years from the date the
Plan is adopted by the Board.


 


14.   Amendment and Termination of the
Plan.


 


The Committee at any time and from time to time may suspend,
terminate, modify or amend the Plan. No suspension, termination, modification
or amendment of the Plan may adversely affect any Option or Award
previously granted, unless the written consent of the Participant or, as
applicable, a permissible transferee (as provided in Section 6(i)) is
obtained.


 

















 


15.   Interpretation.


 


The Plan is designed and intended, to the extent
applicable, to comply with Rule 16b-3 and all provisions hereof and to
satisfy the requirements of Section 162(m) of the Code and any other
applicable law and shall be construed in a manner to so comply.


 


16.   Effect of Headings.


 


The section and subsection headings
contained herein are for convenience only and shall not affect the construction
hereof.


 


17.   Regulations and Other Approvals;
Governing Law.


 


(a)   Except as to matters of federal law, the Plan and the
rights of all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of Delaware without giving effect to
conflicts of laws principles thereof.


 


(b)   The obligation of the Corporation to sell or deliver
Shares with respect to Options and Awards granted under the Plan shall be
subject to all applicable laws, rules and regulations, including all
applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or
appropriate by the Committee.


 


(c)   The Board may make such changes as may be
necessary or appropriate to comply with the rules and regulations of any
government authority, or to obtain for Eligible Individuals granted Incentive
Stock Options the tax benefits under the applicable provisions of the Code and
regulations promulgated thereunder.


 


(d)   Each Option and Award is subject to the requirement
that, if at any time the Committee determines, in its discretion, that the
listing, registration or qualification of Shares issuable pursuant to the Plan
is required by any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Option or
Award or the issuance of Shares, no Options or Awards shall be granted or
payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.


 


(e)   Notwithstanding anything contained in the Plan or any
Agreement to the contrary, in the event that the disposition of Shares acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act of 1933, as amended (the “Securities Act”), and is not
otherwise exempt from such registration, such Shares shall be restricted
against transfer to the extent required by the Securities Act and Rule 144
or other regulations thereunder. The Committee may require any individual
receiving Shares pursuant to an Option or Award granted under the Plan, as a
condition precedent to receipt of such Shares, to represent and warrant to the
Corporation in writing that the Shares acquired by such individual are acquired
without a view to any distribution thereof and will not be sold or transferred
other than pursuant to an effective registration thereof under the Securities
Act or pursuant to an exemption applicable under the Securities Act or the rules and
regulations promulgated thereunder. The 


 

















 


certificates evidencing any such Shares shall be appropriately amended
or have an appropriate legend placed thereon to reflect their status as
restricted securities as aforesaid.


 


18.   Effective Date of Plan.


 


The effective date of the Plan shall be as determined
by the Board, subject only to the approval by the affirmative vote of the
holders of a majority of the securities of the Corporation present, or
represented, and entitled to vote at a meeting of stockholders duly held in
accordance with the applicable laws of the State of Delaware within twelve
(12) months of the adoption of the Plan by the Board. The NTL Incorporated
2003 Stock Option Plan shall automatically terminate and no further awards
shall be granted thereunder as of the date on which such shareholder approval
of the Plan is obtained.