**Exhibit 10.1B**

 

**INSIGHTCOMMUNICATIONS COMPANY, INC.**

**1999EQUITY INCENTIVE PLAN**

 

**AMENDMENTTORESTRICTED SHARES AND DEFERRED STOCKAWARD AGREEMENT**

 

AGREEMENT, dated as of December 16, 2005 (“AmendmentDate”), between Insight Communications Company, Inc., a Delawarecorporation (the “Company”), and                  (the “Grantee”).

 

W I T N E S S E T H:

 

WHEREAS, the Board of Directors of the Company (the “Board”)has adopted the Insight Communications Company, Inc. 1999 Equity IncentivePlan, as amended (the “Plan”), which Plan authorizes the grant of restrictedshares of the Company’s common stock, $.01 par value (“Common Stock”), as wellas the grant of deferred shares of Common Stock, to directors, officers,employees and consultants of the Company or any of its affiliates; and

 

WHEREAS, by agreement dated              ,the Company and Grantee entered into a Restricted Shares and Deferred StockAward Agreement (the “Prior Agreement”), whereby the Company awarded theGrantee a grant of          shares of deferredstock (the “Deferred Stock”); and

 

WHEREAS, the Company’s Common Stock is expected tocease to be readily tradable on an established securities exchange or otherwiseupon consummation of the transactions contemplated pursuant to the terms of theAgreement and Plan of Merger by and Between Insight Acquisition Corp. andInsight Communications Company, Inc. dated as of July 28, 2005 (the “MergerAgreement”); and

 

WHEREAS, Section 1.08(b) of the MergerAgreement provides that the Deferred Stock will be adjusted upon consummationof the transactions contemplated by the Merger Agreement so that each share ofDeferred Stock will be settled for a share of the Company’s Series CNon-Voting Preferred Stock (“Preferred Stock”) rather than a share of theCompany’s Common Stock; and

 

WHEREAS, the Prior Agreement provides that the Companywill deliver Common Stock certificates to the Grantee in settlement of allvested shares of Deferred Stock on the last business day of the week followingthe week of Grantee’s Termination of Employment; and

 

WHEREAS, the Company and the Grantee desire to amendthe Prior Agreement to provide for settlement of the Deferred Stock in sharesof the Company’s Preferred Stock rather than Common Stock and to delay anydistribution of shares of Preferred Stock until the earlier of (i) theoccurrence of a change of control of the Company, as determined in accordancewith final

 

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regulations or other applicable guidance issued under Section 409Aof the Internal Revenue Code of 1986, as amended (the “Code”), or (ii) thelater of the Grantee’s Termination of Employment or the fifth anniversary ofthe Amendment Date;

 

NOW, THEREFORE, the parties hereto hereby agree toamend the Prior Agreement as of the Amendment Date as follows:

 

A.                                   Allreferences to “Common Stock” or “Class A Common Stock” in the numberedparagraphs of the Prior Agreement are hereby replaced with “Preferred Stock..”

 

B.                                     Sections4, 7 and 11 of the Prior Agreement are hereby amended to read as follow:

 

# 4.                                       Delivery of Preferred Stock in Settlement ofDeferred Stock.  The Company will deliver Preferred Stockcertificates to the Grantee in settlement of all vested shares of DeferredStock on the earlier of (i) a change of control of the Company (asdetermined in accordance with final regulations or other applicable guidanceissued under Section 409A of the Code), or (ii) the later of (A) thelast business day of the week ending (x) at least six months after the Grantee’sTermination of Employment or, (y) if neither the Company nor any member of theCompany’s controlled group that together with the Company is treated as asingle service recipient for purposes of Code Section 409A and theregulations issued thereunder is readily tradable on an established securitiesmarket or otherwise, the week after the Grantee’s Termination of Employment or (B) thefifth anniversary of the Amendment Date (the “Settlement Date”); provided,however, that no such delivery shall be made until the Grantee has delivered tothe Company the amount necessary for the Company to satisfy its federal, stateand local employment and income tax withholding obligation as provided in Section 11and a fully executed Securityholders Agreement in the form attached hereto as Exhibit A.

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The Grantee shall have no right to receive the Preferred Stockcertificates in settlement of the Deferred Stock until the Settlement Date andshall have no rights as a stockholder of the Company with respect to theDeferred Stock until the Company delivers such Preferred Stock certificates.  Upon issuance of the shares ofPreferred Stock in the Grantee’s name in settlement of the Deferred Stock, theGrantee will be the holder of record of such Preferred Stock and will have allrights of a shareholder with respect to such shares.

 

. . .

 

7.                                       Accelerationof Vesting.  Notwithstanding Section 6,all shares of Deferred Stock granted hereunder shall immediately vest upon (i) theGrantee’s Termination of Employment due to death or disability (within themeaning of Section 22(e)(3) of the Internal Revenue Code of 1986, asamended (the “Code”)), or (ii) the occurrence of a change of control ofthe Company, as determined in accordance with final regulations or otherapplicable guidance issued under Section 409A of the Code.

 

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# 11.                                 Tax Withholding.

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# (i)                                     Income Tax Withholding.  Wheneverany Preferred Stock is delivered in settlement of Deferred Stock under theterms of this Agreement (a “Taxable Event”), the Grantee must remit or, inappropriate cases, agree to remit when due, the minimum amount necessary forthe Company to satisfy all of its federal, state and local withholding taxrequirements relating to such Taxable Event. The Committee may require the Grantee to satisfy these minimum withholdingtax obligations by any (or a combination) of the following means: (i) acash payment; (ii) withholding from compensation otherwise payable to theGrantee; (iii) authorizing the Company to withhold from the shares ofPreferred Stock deliverable to the Grantee in settlement of Deferred Stock anumber of shares having a fair market value, as of the Settlement Date, lessthan or equal to the amount of the withholding obligation; or (iv) deliveringto the Company unencumbered “Mature Shares” (as defined below) of PreferredStock having a fair market value, as of the date the withholding tax obligationarises, less than or equal to the amount of the withholding obligation;provided, however, that if the Preferred Stock is not readily tradable on anestablished securities market on the Settlement Date, the Committee will allowthe Grantee to satisfy these minimum withholding tax obligations through themethod described in clause (iii) above, unless the Grantee elects one ormore of the other alternative methods permitted by the Committee for satisfyingthese minimum withholding tax obligations.

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The Company shallnot deliver any shares of Preferred Stock in settlement of Deferred Stockunless the Grantee remits (or in appropriate cases agrees to remit) all withholdingtax requirements relating to the Taxable Event in accordance with this Section 11.

 

The term “MatureShares” as used herein shall mean shares of Preferred Stock for which theholder has good title, free and clear of all liens and encumbrances, and whichsuch holder either (i) has held for at least six months or (ii) haspurchased on the open market.

 

# (ii)                                  FICA Withholding.  Notwithstanding any provisionherein to the contrary, the Grantee must remit or, in appropriate cases, agreeto remit when due, the amount necessary for the Company to satisfy all of itsFICA withholding requirements with respect to the vesting of DeferredStock.  The Committee may require theGrantee to satisfy this FICA withholding obligations by any (or a combination)of the following means: (i) a cash payment; (ii) withholding fromcompensation otherwise payable to the Grantee; or (iii) delivering to theCompany unencumbered “Mature Shares” (as defined in Section 11(i) above)of Preferred Stock having a fair market value, as of the date the FICAwithholding obligation arises, less than or equal to the amount of thewithholding obligation.

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Except as set forth herein, the terms of the PriorAgreement (including, without limitation, the applicable vesting schedule containedin Section 6 of the Prior Agreement) shall remain in full force andeffect.

 

IN WITNESS WHEREOF, the undersigned have executed thisAgreement as of the date above written.

 

 
|   | INSIGHT COMMUNICATIONS  COMPANY, INC. |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   |   |   |
|   |                                  |   |
|   |                                  |   |
|   | GRANTEE:                              |   |   |
|        |                                       |  |  |  |

 

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