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Exhibit 10.5  


 
 

LIBERTY MEDIA INTERNATIONAL, INC.
  2004 NONEMPLOYEE DIRECTOR INCENTIVE PLAN
  NON-QUALIFIED STOCK OPTION AGREEMENT    
    


        THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is made as of
[                        ] (the "Effective Date"), by and between
LIBERTY MEDIA INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the individual whose name, address, and social security number appear on the signature page hereto (the
"Grantee"). 


        The
Company has adopted the Liberty Media International, Inc. 2004 Nonemployee Director 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 Nonemployee Directors of the Company. Capitalized terms used and not otherwise defined herein will have the
meaning given to them in the Plan. 


        Pursuant
to the Plan, the Board 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 as a Nonemployee Director 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. 


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


        "Company"
has the meaning specified in the preamble to this Agreement. 


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


        "Exercise
Price" means [$        ] per share of LBTYA. 



        "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 to this Agreement. 



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


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


        2.     Grant of Option. 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 Effective Date and expiring at the Close of Business on
[                        ] (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 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 Board 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 10.1(b) of the Plan or in the last sentence of this Section 3(a), the Option may be exercised only on or
after [                        ]. Notwithstanding the foregoing, the Option will become exercisable in full on the date of the
Grantee's termination of service as a Nonemployee Director
if (i) the Grantee's service as a Nonemployee Director terminates by reason of Disability or (ii) the Grantee dies while serving as a Nonemployee Director. 


        (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 Board may, in its discretion and as contemplated by Section 3.3 of the Plan, adopt rules and regulations from time to
time after the date hereof with respect to the exercise of the Option and that the 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 Board 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)   Written
notice, in such form as the Board may require, containing such representations and warranties as the Board may require and designating, among other things, the
date of exercise and the number of Option Shares to be purchased; and 


        (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) check or
(iii) the delivery, together with a properly executed exercise notice, 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); and 


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




        5.     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 a 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 federal, state and local
taxes required to be withheld by the Company upon such exercise, as determined by the Company (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 Board'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 the Grantee (i) certificates issued in the Grantee's name for the number of

 
Option Shares purchased upon exercise of the Option and (ii) any cash payment to which the Grantee is entitled in lieu of a fractional share of LBTYA, as provided in Section 2. Any
delivery of shares of LBTYA will be deemed effected for all purposes when certificates representing such shares have been delivered personally to the Grantee or, if delivery is by mail, when the stock
transfer agent of the Company has deposited the certificates in the United States mail, addressed to the Grantee, and any cash payment will be deemed effected when a check from the Company, payable to
the Grantee and in the amount equal to the amount of the cash payment, has been delivered personally to the Grantee or deposited in the United States mail, addressed to the Grantee. 


        7.     Early Termination of Option. Unless otherwise determined by the Board 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 the Grantee's service as a Nonemployee Director terminates other than (i) by the Company for cause or (ii) by reason of
death or 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 the Grantee's service. For purposes of this Section 7, "cause" will have the meaning specified in Section 10.2(b) of the Plan. 


        (b)   If
the Grantee dies while serving as a Nonemployee Director, or prior to the expiration of a period of time following termination of the Grantee's 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. 



        (c)   Subject
to Section 7(b), if the Grantee's service as a Nonemployee Director terminates 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 the Grantee's service. 


        (d)   If
the Grantee's service as a Nonemployee Director is terminated by the Company for "cause" (as defined in Section 10.2(b) of the Plan), then the Option
will terminate immediately upon such termination of the Grantee's service. 




        In
any event in which the Option remains exercisable for a period of time following the date of termination of the Grantee's service as provided above, the Option may be exercised during
such period of time only to the extent the Option was exercisable as provided in Section 3 above on such date of termination of the Grantee's service. 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 Board on the form annexed hereto as Exhibit B or such other form as may be prescribed by the Board, 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. The Grantee will not, by reason of the Option granted under this Agreement, 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 10.15 of the Plan. 


        10.   Adjustments. If the outstanding shares of LBTYA are subdivided into a greater number of shares (by stock dividend, stock
split, reclassification or otherwise) or are combined into a smaller number of shares (by reverse stock split, reclassification or otherwise), or if the Board determines that any stock dividend,
extraordinary cash dividend, reclassification, recapitalization, reorganization, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase
any shares of LBTYA, or other similar corporate event (including mergers or consolidations other than those which constitute Approved Transactions, which shall be governed by
Section 10.1(b) of the Plan) affects shares of LBTYA such that an adjustment is required to preserve the benefits or potential benefits intended to be made available under this
Agreement, then 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 Board and in
such manner as the Board may deem equitable and appropriate in connection with the occurrence of any of the events described in this Section 10 following the Effective Date. 


        11.   Restrictions Imposed by Law. Without limiting the generality of Section 10.7 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 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 and addressed as follows: 






Liberty
Media International, Inc.

12300 Liberty Boulevard

Englewood, Colorado 80112

Attn: General Counsel 







        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. 



        13.   Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as
approved by the Board as contemplated in Section 10.6(b) of 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 or corrections
will not

 
adversely affect the rights of the Grantee with respect to the Award evidenced hereby, or (iii) 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 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
the Option to the extent then exercisable. 




        14.   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 the 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 the
Grantee's status as a director at any time, with or without cause. 


        15.   Nonalienation of Benefits.Except as provided in Section 9, (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. 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. 


        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 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. 


        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 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. 


[Signature Page Follows]




 


Signature Page to Non-Qualified Stock Option Agreement

dated as of [                        ] between Liberty Media International, Inc. and Grantee  



	

 	
 	

LIBERTY MEDIA INTERNATIONAL, INC.
	

 	
 	

By:	
 	







	

 	
 	

ACCEPTED:
	

 	
 	

 	
 	

 	
 	

, Grantee
	 	 	
	 	 
	

 	
 	

Name:	
 	

 	
 	

 
	 	 	 	 	
	 	 
	 	 	Address:	 	 	 	 
	 	 	 	 	
	 	 
	 	 	 	 	
	 	 
	 	 	SSN:	 	 	 	 
	 	 	 	 	
	 	 





Number
of shares of LBTYA as to which the Option is granted: 











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LIBERTY MEDIA INTERNATIONAL, INC. 2004 NONEMPLOYEE DIRECTOR INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT