exv10w1






EXHIBIT 10.1




[Series ___]




LIBERTY GLOBAL, INC.

2005 NONEMPLOYEE DIRECTOR INCENTIVE PLAN




RESTRICTED SHARE UNITS AGREEMENT




     THIS RESTRICTED SHARE UNITS AGREEMENT (“Agreement”) is made as of
                                         (the “Effective 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 Nonemployee Director Incentive Plan, as
amended and restated (the “Plan”), which by this reference is made a part hereof, for the benefit
of eligible Nonemployee Directors of the Company. Capitalized terms used and not otherwise defined
herein will have the meaning given thereto in the Plan.



     Pursuant to the Plan, the Board has determined that it would be in the best interest of the
Company and its stockholders to award restricted share units to Grantee, subject to the conditions
and restrictions set forth herein and in the Plan, in order to provide Grantee additional
remuneration for services rendered as a nonemployee director and to increase Grantee’s personal
interest in the success and progress of the Company.



     The Company and Grantee therefore agree as follows:



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



          “Annual Meeting Date” means the date on which the annual meeting of the stockholders of the
Company at which directors are elected in accordance with Delaware law is held in any calendar
year.




          “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 10.2(b) of the Plan.




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




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




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




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



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




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




          “Required Withholding Amount” has the meaning specified in Section 14 of this Agreement.




          “Restricted Share Units” has the meaning specified in Section 2 of this Agreement. Restricted
Share Units represent an Award of Restricted Shares that provides for the shares of Common Stock
subject to the Award to be issued at or following the end of the Restriction Period within the
meaning of Article VIII of the Plan.




          “RSU Dividend Equivalents” means, to the extent specified by the Board only, an amount equal
to all dividends and other distributions (or the economic equivalent thereof) which are payable to
stockholders of record during the Restriction Period on a like number and kind of shares of Common
Stock as the shares represented by the Restricted Share Units.




     2. Grant of Restricted Share Units. Subject to the terms and conditions herein, pursuant to
the Plan, the Company grants to the Grantee effective as of the Effective Date the number of
restricted share units set forth on the signature page hereto (the “Restricted Share Units”), each
representing the right to receive one share of LBTY___ subject to the conditions and restrictions
set forth below and in the Plan.



     3. Settlement of Restricted Share Units. Settlement of Restricted Share Units that vest in
accordance with Section 5 or 6 of this Agreement or Section 10.1(b) of the Plan shall be made as
soon as administratively practicable after vesting, but in no event later than March 15 of the
calendar year immediately following the calendar year in which vesting occurs, in the form of
shares of LBTY___, together with any related RSU Dividend Equivalents, in accordance with Section
7.



     4. Stockholder Rights; RSU Dividend Equivalents. The Grantee shall have no rights of a
stockholder with respect to any shares of LBTY___ represented by any Restricted Share Units unless
and until such time as shares of LBTY___ represented by vested Restricted Share Units have been
delivered to the Grantee in accordance with Section 7. Grantee will have no right to receive, or
otherwise with respect to, any RSU Dividend Equivalents until such time, if ever, as the Restricted
Share Units to which such RSU Dividend Equivalents relate shall have become vested and, if vesting
does not occur, the related RSU Dividend Equivalents will be forfeited. RSU Dividend Equivalents
shall not bear interest or be segregated in a separate account. Notwithstanding the foregoing, the
Board may, in its sole discretion, accelerate the vesting of any portion of the RSU Dividend
Equivalents (the “Vested RSU Dividend Equivalents”). The settlement of any Vested RSU Dividend
Equivalents shall be made as soon as administratively practicable after the accelerated vesting
date, but in no event later than March 15 of the following calendar year.



     5. Vesting. Unless the Board otherwise determines in its sole discretion, subject to earlier
vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan and subject
to the last sentence of this Section 5, the Restricted Share Units shall become vested, and



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the
restrictions with respect thereto shall lapse, on the Annual Meeting Date first following the
Effective Date (such date being a Vesting Date within the meaning of the Plan). On the
Vesting Date, and the satisfaction of any other applicable restrictions, terms and conditions, any
RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore
become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to
the extent that the related Restricted Share Units shall have become vested in accordance with this
Agreement. Notwithstanding the foregoing, Grantee will not vest, pursuant to this Section 5, in
Restricted Share Units as to which Grantee would otherwise vest on the Vesting Date if Grantee’s
service as a Nonemployee Director terminates, or a breach of any applicable restrictions, terms or
conditions with respect to such Restricted Share Units has occurred, at any time after the
Effective Date and prior to the Vesting Date (the vesting or forfeiture of such Restricted Share
Units to be governed instead by Section 6).



     6. Early Vesting or Forfeiture.



          (a) Unless otherwise determined by the Board in its sole discretion:





	 	(i)	 	If Grantee’s service as a Nonemployee Director
terminates by reason of Grantee’s death or Disability, the Restricted
Share Units, to the extent not theretofore vested, and any Unpaid RSU
Dividend Equivalents with respect to the Restricted Share Units, will
immediately become fully vested.
	 
	 	(ii)	 	If Grantee’s service as a Nonemployee Director
terminates prior to the Vesting Date for any reason other than as
specified in Section 6(a)(i) above, then the Restricted Share Units, to
the extent not theretofore vested, together with any related Unpaid RSU
Dividend Equivalents, will be forfeited immediately.
	 
	 	(iii)	 	If Grantee breaches any restrictions, terms or
conditions provided in or established by the Board pursuant to the Plan
or this Agreement with respect to the Restricted Share Units prior to
the vesting thereof (including any attempted or completed transfer of
any such unvested Restricted Share Units contrary to the terms of the
Plan or this Agreement), the unvested Restricted Share Units, together
with any related Unpaid RSU Dividend Equivalents, will be forfeited
immediately.





          (b) Upon forfeiture of any unvested Restricted Share Units and any related Unpaid RSU Dividend
Equivalents, such Restricted Share Units and any related Unpaid RSU Dividend Equivalents will be
immediately cancelled, and Grantee will cease to have any rights with respect thereto.




     7. Delivery by Company. As soon as practicable after the vesting of Restricted Share Units
and any related Unpaid RSU Dividend Equivalents pursuant to Section 5 or 6 hereof or Section
10.1(b) of the Plan, and subject to the withholding referred to in Section 13 of this Agreement,
the Company will deliver or cause to be delivered to or at the
direction of Grantee (i)



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(a) a certificate or certificates issued in Grantee’s names for the shares of LBTY___
represented by such vested Restricted Share Units, (b) a statement of holdings reflecting that the
shares of LBTY___ represented by such vested Restricted Share Units are held for the benefit of
Grantee in uncertificated form by a third party service provider designated by the Company, or (c)
a confirmation of deposit of the shares of LBTY___ represented by such vested Restricted Share
Units, in book-entry form, into the broker’s account designated by Grantee, (ii) any securities
constituting any related vested Unpaid RSU Dividend Equivalents by any applicable method specified
in clause (i) above, and (iii) any cash payment constituting related vested Unpaid RSU Dividend
Equivalents. Any delivery of securities will be deemed effected for all purposes when (1) a
certificate representing or statement of holdings reflecting such securities and, in the case of
Unpaid RSU Dividend Equivalents, any other documents necessary to reflect ownership thereof by
Grantee 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 and/or such
other documents in the United States mail, addressed to the Grantee, or (2) confirmation of deposit
into the designated broker’s account of such securities, in written or electronic format, is first
made available to Grantee. 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.




     8. Nontransferability of Restricted Share Units Before Vesting.



          (a) Before vesting and during Grantee’s lifetime, the Restricted Share Units and any related
Unpaid RSU Dividend Equivalents are not transferable (voluntarily or involuntarily) other than
pursuant to a Domestic Relations Order. In the event of transfer pursuant to a Domestic Relations
Order, the unvested Restricted Share Units and any related Unpaid RSU Dividend Equivalents so
transferred shall be subject to all the restrictions, terms and provisions of this Agreement and
the Plan, and the transferee shall be bound by all applicable provisions of this Agreement and the
Plan in the same manner as Grantee.




          (b) Grantee may designate a beneficiary or beneficiaries to whom the Restricted Share Units,
to the extent then vesting, and any related Unpaid RSU Dividend Equivalents 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 Company on such form as may be prescribed by the Board,
provided that no such designation will be effective unless so filed prior to the death of Grantee.
If no such designation is made or if the designated beneficiary does not survive Grantee’s death,
the Restricted Share Units, to the extent then vesting, and any related Unpaid RSU Dividend
Equivalents will pass by will or the laws of descent and distribution. Following Grantee’s death,
the person to whom such vested Restricted Share Units and any related Unpaid RSU Dividend
Equivalents pass according to the foregoing will be deemed the Grantee for purposes of any
applicable provisions of this Agreement.




     9. Adjustments. The Restricted Share Units and any related Unpaid RSU Dividend Equivalents
will be subject to adjustment in the sole discretion of the Board and in such manner as the Board
may deem equitable and appropriate in connection with the occurrence following the
Effective Date of any of the events described in Section 4.2 of
the Plan; provided, however, that



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such adjustment shall be made in a manner that complies with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, and relevant authorities, to the extent
applicable.



     10. Company’s Rights. The existence of this Agreement will not 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 10.15 of the Plan.



     11. Limitation of Rights. Nothing in this Agreement or the Plan will be construed to give
Grantee or any other person any interest in any fund or in any specified asset or assets of the
Company or any of its Subsidiaries. Neither Grantee nor any person claiming through Grantee will
have any right or interest in the shares of LBTY___ represented by any Restricted Share Units or
any related Unpaid RSU Dividend Equivalents unless and until there shall have been full compliance
with all the terms, conditions and provisions of this Agreement and the Plan which affect Grantee
or such other person.



     12. Restrictions Imposed by Law. Without limiting the generality of Section 10.7 of the Plan,
the Company shall not be obligated to deliver any shares of
LBTY___ represented by vested
Restricted Share Units or securities constituting any RSU Dividend Equivalents if counsel to the
Company determines that the issuance or delivery thereof 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 upon which shares of
LBTY___ or such other securities are
listed or quoted. The Company will in no event be obligated to take any affirmative action in
order to cause the delivery of shares of LBTY___ represented by vested Restricted Share Units or
securities constituting any RSU Dividend Equivalents to comply with any such law, rule, regulation,
or agreement. Any certificates representing any such securities issued or delivered under this
Agreement may bear such legend or legends as the Company deems appropriate in order to assure
compliance with applicable securities laws.



     13. Withholding. To the extent that the Company is subject to withholding tax requirements
under any national, state, local or other governmental law with respect to the award of the
Restricted Share Units to Grantee or the vesting thereof, or the designation of any RSU Dividend
Equivalents as payable or distributable or the payment or distribution thereof, the Grantee must
make arrangement satisfactory to the Company to make payment to the Company of the amount required
to be withheld under such tax laws, as determined by the Company (collectively, the “Required
Withholding Amount”). To the extent such withholding is required because the Grantee vests in some
or all of the Restricted Share Units, the Company shall withhold (i) from the shares of LBTY___
represented by vested Restricted Share Units and otherwise deliverable to the Grantee a number of
shares of LBTY___ and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to
the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the
case of securities withheld, a Fair Market Value), equal to the Required Withholding Amount, unless
Grantee remits the Required Withholding Amount to the Company in cash in such form and by such time
as the Company may require or other provisions for withholding such amount satisfactory to the
Company have been made. Notwithstanding any other provisions of this Agreement, the
issuance or delivery of any shares of LBTY___ represented by vested Restricted Share Units and
any related RSU Dividend Equivalents may be postponed until any required withholding taxes have
been paid to the Company.



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     14. 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, sent by
overnight courier, freight prepaid or sent by facsimile and addressed as follows:


Liberty Global, Inc.

12300 Liberty Boulevard

Englewood, CO 80112

Attn: General Counsel

Fax: 303-220-6691




     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 Effective
Date, unless the Company has received written notification from the Grantee of a change of address.



     15. Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented
or amended from time to time as approved by the Board as contemplated by the Plan. 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 Board
(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 will not adversely affect the rights of Grantee with
respect to the Award evidenced hereby, or (iii) to reform the Award made hereunder as contemplated
by Section 10.17 of the Plan or to exempt the Award made hereunder from coverage under Section
409A, 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
Restricted Share Units granted under this Agreement may be canceled by the Company and a new Award
made in substitution therefor, provided that the Award so substituted 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 Restricted Share Units that are then vested.




     16. Status as Director. Nothing contained in this Agreement, and no action of the Company or
the Board with respect hereto, will confer or be construed to confer on Grantee any right to
continue as a director of the Company or interfere in any way with the right of the
Company or its shareholders to terminate Grantee’s status as a director at any time, with or
without cause.



     17. 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,



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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.



     18. 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.



     19. 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 Board thereunder. The word “include” and all variations thereof are
used in an illustrative sense and not in a limiting sense. All decisions of the Board 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.



     20. 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.



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



     22. 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 regarding the
subject matter hereof. 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 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.



     23. Grantee Acceptance. Grantee will signify acceptance of the terms and conditions of this
Agreement by signing a hard copy of this Agreement in the space provided below and returning a
signed copy to the Company.



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Signature Block to Restricted Share Units Agreement




dated
as of
                                 , between Liberty Global, Inc. and Grantee




	 	 	 	 	 	 	 	 	 
	 	 	LIBERTY GLOBAL, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name: Elizabeth M. Markowski	 	 
	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ACCEPTED:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Grantee Name:	 	 	 	 
	 	 	Address:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Optionee ID:
 
	 	 





Grant No.                                         




Number of Restricted Share Units (LBTY__) awarded:                                         




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