**Exhibit 10.5**

 

**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****(including anysuccessor company, the “Company”). As you are presently serving as an employeeof NTL Incorporated or one of its subsidiary corporations, in recognition ofyour services and pursuant to the NTL Incorporated 2006 Stock Incentive Plan(the “Plan”) the Company has granted you the Option provided for in thisNotice. This Option is subject to the terms and conditions set forth in thePlan, which is incorporated herein by reference, and defined terms used but notdefined in this Notice shall have the meaning set forth in the Plan.

 

**1. Grant of Option**. The Company hereby irrevocably grantsto you, as of the Grant Date, an option to purchase up to **[NUMBER]**sharesof the Company’s Common Stock at a price of $**[STRIKEPRICE]**per share. This Option is not intended to qualify as anIncentive Stock Option under US tax laws and it is not intended to qualify asan approved Option under UK tax laws.

 

**2. Vesting**. This Option shall vest as to **[FRACTION OR PERCENTAGE]** of the shares on **[FIRST VESTING DATE]** and as to an additional **[FRACTION OR PERCENTAGE]** of the shares on each**[VESTING ANNIVERSARY DATE]** thereafter, until fully vested. Uponan Acceleration Event this Option, to the extent not yet vested, shall become100% vested.

 

**3. Exercise Period**. Generally, this Option may not beexercised unless you are at the time of exercise an employee of the Company, asubsidiary corporation or a parent corporation and unless you have remainedcontinuously so employed since the Grant Date. This Option shall stop vestingimmediately upon the termination of your employment and your right to exercisethe Option, to the extent vested, shall terminate on the earlier of thefollowing dates: (a) three months after your termination other than for Cause;(b) one year after your termination resulting from your retirement, disabilityor death; (c) the date on which your employment is terminated for Cause; or (d)**[FINAL MATURITY DATE]**.

 

**4. Condition to Exercise**. This Option may not be exercised in anycircumstances unless and until the Company is satisfied that you have enteredinto a binding election in the form prescribed by the Company (the “Election”)pursuant to which you assume liability for the whole of the employers’ NationalInsurance contributions due in respect of share option gains arising from thisOption.

 

**5. Manner of Exercise**. This Option may be exercised bydelivery to the Company of a written notice signed by the person entitled toexercise the Option, specifying the number of shares which such person wishesto purchase, together with a certified bank cheque or cash (or such othermanner of payment as permitted by the Plan) for the aggregate option price forthat number of shares and any required withholding (including a paymentsufficient to indemnify the Company or any subsidiary of the Company in fullagainst any and all liability to account for any tax, employee’s NationalInsurance contributions, or duty payable and arising by reason of the exerciseof the Option) and the amount necessary to meet the employers’ NationalInsurance liability referred to in paragraph 4 of this Notice.

 

**6. Transferability**. Neither this Option nor any interest inthis Option may be transferred other than by will or the laws of descent ordistribution.

 

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

 

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