**Exhibit 10.4**

** **

**NON-QUALIFIED STOCK OPTION NOTICE**

 

**[OPTIONEE]**

**[OPTIONEE ADDRESS]**

 

 

This Option Notice (the “Notice”)****datedas of **[GRANT DATE]** (the “Grant Date”) isbeing sent to you by **NTL Incorporated**(includingany successor company, the “Company”). As you are presently serving as adirector of NTL Incorporated or one of its subsidiary corporations, inrecognition of your services and pursuant to the NTL Incorporated 2006 StockIncentive Plan (the “Plan”), the Company has granted you the Option providedfor in this Notice. This Option is subject to the terms and conditions setforth in the Plan, which is incorporated herein by reference, and defined termsused but not defined in this Notice shall have the meaning set forth in thePlan.

 

**1. Grant of Option**. The Company hereby irrevocably grantsto you, as of the Grant Date, an option to purchase up to **[NUMBER]**shares of the Company’s Common Stock at a price of $**[STRIKEPRICE]** per share (the “Option”). The Option is not intended toqualify as an Incentive Stock Option under US tax laws or as an approved Optionunder UK tax laws.

 

**2. Vesting**. The Option shall vest as to **[FRACTION OR PERCENTAGE]** of the shares covered thereby on **[FIRST VESTING DATE]** and as to an additional **[FRACTION OR PERCENTAGE]** of such shares on each **[VESTING ANNIVERSARY DATE]** thereafter until fully vested,provided that you are employed by the Company or one of its SubsidiaryCorporations on each such vesting date. Upon an Acceleration Event this Option,to the extent not yet vested, shall become 100% vested.

 

**3. Exercise Period**. Except as set forth in paragraph 2, theOption shall stop vesting immediately upon the termination of your employmentand any portion of the Option that is not vested at the time of termination ofyour employment shall immediately be forfeited and cancelled. Your right toexercise that portion of the Option that is vested at the time of yourtermination shall terminate on the earlier of the following dates: (a) threemonths after the termination of your employment other than for Cause; (b) oneyear after your termination resulting from your retirement, disability ordeath; (c) the date on which your employment is terminated for Cause; or (d) **[FINAL MATURITY DATE]**.

 

**4. Manner of Exercise**. This Option may be exercised by deliveryto the Company of a written notice signed by the person entitled to exercisethe Option, specifying the number of shares which such person wishes topurchase, together with a certified or bank check or cash (or such other mannerof payment as permitted by the Plan) for the aggregate option price for thatnumber of shares and any required withholding (including a payment sufficientto indemnify the Company or any subsidiary of the Company in full against anyand all liability to account for any tax or duty payable and arising by reasonof the exercise of the Option).

 

**5. Transferability**. Neither this Option nor any interest inthis Option may be transferred other than by will or the laws of descent ordistribution, and this Option may be exercised during your lifetime only by youor your guardian or legal representative.

 

 
|   | *for and on behalf of*                |
|--------|---------------------------------------|
|   | **NTL INCORPORATED**                  |
|        |
|   |                                  |
|   | Stephen Burch                         |
|   | President and Chief Executive Officer |

 

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