**Exhibit 10.8**

 

**NTL INCORPORATED**

 

**RESTRICTEDSTOCK AGREEMENT**

 

**RESTRICTED STOCK AGREEMENT**,dated as of May 26, 2006, between NTL Incorporated, a Delaware corporation (the“Company”), and Neil R. Smith (the ”Executive”).

 

WHEREAS, the Companywishes to grant to the Executive, and the Executive wishes to accept from theCompany, shares of common stock of the Company, par value $0.01 per share (the “RestrictedStock”), to be granted pursuant to the NTL Incorporated 2006 Stock IncentivePlan (the “Plan”);

 

NOW, THEREFORE, theparties hereto agree as follows:

 

1.                                       Grantof Restricted Stock.

 

The Company hereby grants to the Executive, and theExecutive hereby accepts from the Company, 37,500 shares of Restricted Stock onthe terms and conditions set forth in this Agreement. This Agreement is alsosubject to the terms and conditions set forth in the Plan. Capitalized termsused but not defined herein shall have the meanings set forth in the Plan.

 

2.                                       Rights of Executive.

 

Except as otherwise provided in this Agreement, theExecutive shall be entitled, at all times on and after the date that the sharesof Restricted Stock are issued, to exercise all the rights of a stockholderwith respect to the shares of Restricted Stock (whether or not the TransferRestrictions thereon shall have lapsed), including the right to vote the sharesof Restricted Stock and the right, subject to Section 6 hereof, to receivedividends thereon. Notwithstanding the foregoing, prior to the Lapse Date (asdefined below), the Executive shall not be entitled to transfer, sell, pledge,hypothecate, assign, or otherwise dispose of or encumber, the shares ofRestricted Stock (collectively, the “Transfer Restrictions”). The Executivehereby acknowledges that the Company may set policies from time to time onminimum stock holdings of its key executives and such policies, as in effectfrom time to time, may restrict transfers of vested shares by the Executive. TheExecutive agrees to comply with these policies and the Company’s insidertrading policy as in effect from time to time.

 

3.                                       Vestingand Lapse of Transfer Restrictions.

 

3.1                                 The Transfer Restrictions on theRestricted Stock shall lapse and the Restricted Stock granted hereunder shallvest as follows:

 

(i)                                     asto 25,000 shares on April 15, 2008; and

 

(ii)                                  as to 12,500 shares on April 15, 2009

 

if the performance conditions set forth on Exhibit Ahereto have been met.

 

3.2                                 Notwithstanding Section 3.1, upon theoccurrence of an Acceleration Event, the Transfer Restrictions on all of theshares of Restricted Stock granted hereunder and then outstanding shall lapseand such shares of Restricted Stock shall vest.

 

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4.                                       Escrowand Delivery of Shares.

 

4.1                                 Certificatesrepresenting the shares of Restricted Stock shall be issued and held by theCompany in escrow and shall remain in the custody of the Company until theirdelivery to the Executive or the Executive’s estate as set forth in Section 4.2hereof, subject to the Executive’s delivery of any documents which the Companyin its discretion may require as a condition to the issuance of shares and thedelivery of shares to the Executive or the Executive’s estate.

 

4.2                                 Certificatesrepresenting those shares of Restricted Stock in respect of which the TransferRestrictions have lapsed pursuant to Section 3 hereof shall be delivered to theExecutive as soon as practicable following the Lapse Date, provided that theExecutive has satisfied all applicable Withholding Tax requirements withrespect to the Restricted Stock.

 

4.3                                 TheExecutive may receive, hold, sell, or otherwise dispose of those sharesdelivered to the Executive pursuant to Section 4.2 free and clear of theTransfer Restrictions, but subject to compliance with all federal and statesecurities laws.

 

4.4                                 Priorto the Lapse Date, each stock certificate evidencing shares of Restricted Stockshall bear a legend in substantially the following form:

 

*“This certificate and the shares of stockrepresented hereby are subject to the terms and conditions (includingforfeiture, restrictions against transfer and rights of repurchase, ifapplicable) contained in the Restricted Stock Agreement (the “Agreement”)between the registered owner of the shares represented hereby and the Company. Releasefrom such terms and conditions shall be made only in accordance with the provisionsof the Agreement, a copy of which is on file in the office of the Secretary ofNTL Incorporated.”*

 

4.5                                 Assoon as practicable following the Lapse Date, the Company shall issue newcertificates in respect of the shares that have vested as of the Lapse Datewhich shall not bear the legend set forth in Section 4.4, which certificatesshall be delivered in accordance with Section 4.2 hereof.

 

5.                                       Effectof Termination of Employment for any Reason.

 

Upon termination of the Executive’s employment with theCompany and its Affiliates, if applicable, for any reason, the Executive shallforfeit the shares of Restricted Stock which are then subject to the TransferRestrictions, and, from and after such forfeiture, such shares of RestrictedStock shall cease to be outstanding and the Executive shall have no rights withrespect thereto; provided, that, if the Executive’s employment shall terminateafter the end of a fiscal year of the Company and prior to the date of thedetermination as to whether the performance conditions applicable to suchfiscal year have been met, the shares of Restricted Stock subject to vesting inrespect of such fiscal year shall remain outstanding following the terminationof the Executive’s employment and shall vest or be forfeited when suchdetermination is made, in either case based on such determination.

 

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6.                                       Votingand Dividend Rights.

 

All dividends declared and paid by the Company onshares of Restricted Stock shall be deferred until the lapsing of the TransferRestrictions pursuant to Section 3 hereof (and shall be subject to forfeitureupon forfeiture of the shares of Restricted Stock as to which such deferreddividends relate). The deferred dividends shall be held by the Company for theaccount of the Executive. Upon the Lapse Date, the dividends allocable to theshares of Restricted Stock as to which the Transfer Restrictions have lapsedshall be paid to the Executive (without interest). The Company may require thatthe Executive invest any cash dividends received in additional Restricted Stockwhich shall be subject to the same conditions and restrictions as theRestricted Stock granted under this Agreement.

 

7.                                       No Right to Continued Employment.

 

Nothing in this Agreement shall be interpreted orconstrued to confer upon the Executive any right with respect to continuance ofemployment by the Company or any of its Affiliates, nor shall this Agreementinterfere in any way with the right of the Company or any such Affiliate to terminatethe Executive’s employment at any time.

 

8.                                       Withholding of Taxes.

 

The Executive shall payto the Company, or the Company and the Executive shall agree on such otherarrangements necessary for the Executive to pay, the applicable federal, stateand local income taxes required by law to be withheld (the “Withholding Taxes”),if any, upon the vesting and delivery of the shares. The Company shall have theright to deduct from any payment of cash to the Executive an amount equal tothe Withholding Taxes in satisfaction of the Executive’s obligation to payWithholding Taxes.

 

9.                                       Modificationof Agreement.

 

This Agreement may bemodified, amended, suspended or terminated, and any terms or conditions may bewaived, but only by a written instrument executed by the parties hereto.

 

10.                                 Severability.

 

Should any provision ofthis Agreement be held by a court of competent jurisdiction to be unenforceableor invalid for any reason, the remaining provisions of this Agreement shall notbe affected by such holding and shall continue in full force and effect inaccordance with their terms.

 

11.                                 GoverningLaw.

 

The validity,interpretation, construction and performance of this Agreement shall begoverned by the laws of the State of New York without giving effect to the conflictsof laws principles thereof which might result in the application of the laws ofany other jurisdiction.

 

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12.                                 Successors in Interest;Transfer.

 

This Agreement shallinure to the benefit of and be binding upon any successor to the Company. ThisAgreement shall inure to the benefit of the Executive’s heirs, executors,administrators and successors. All obligations imposed upon the Executive andall rights granted to the Company under this Agreement shall be binding uponthe Executive’s heirs, executors, administrators and successors. This Agreementis not assignable by the Executive.

 

 

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|                    | **NTL INCORPORATED** |
|-------------------------|----------------------|
|                    | ** **           |
|                    |                 |
|                    | By:                  | /s/ Bryan H. Hall |   |
|                    | Name:                | Bryan H Hall |
|                    | Title:               | Secretary and General Counsel |
|                    |                 |
|                    |                 |
| **ACCEPTED AND AGREED** |                 |
|                    |                 |
|                    |
| By:                     | /s/ Neil R. Smith    |   |   |
| Name:                   | Neil R. Smith        |   |   |
|                         |                      |  |  |  |  |  |

 

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**Exhibit A**

 

**Performance Conditions**

 

The satisfactoryperformance of the Executive in his role as Integration Director as determinedby the Chief Executive Officer and the Compensation Committee.

 

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