**Exhibit 10.10**

 

**NTL INCORPORATED 2006 STOCK INCENTIVEPLAN(As Amended and Restated as of June 15, 2006)**

 

1.     *Purpose; Construction.*

 

This NTL Incorporated 2006 Stock Incentive Plan (the “Plan”)is intended to encourage stock ownership by employees, directors andindependent contractors of NTL Incorporated (the “Corporation”) and itsdivisions and subsidiary and parent corporations and other affiliates, so thatthey may acquire or increase their proprietary interest in the Corporation, andto encourage such employees, directors and independent contractors to remain inthe employ or service of the Corporation or its affiliates and to put forthmaximum efforts for the success of the business. To accomplish such purposes,the Plan provides that the Corporation may grant Incentive Stock Options,Nonqualified Stock Options, Restricted Stock, Restricted Stock Units and ShareAwards (each as hereinafter defined).

 

2.     *Definitions.*

 

As used in this Plan, the following words and phrasesshall have the meanings indicated:

 

(a)   An “*Acceleration Event*” shall be deemed to have occurred if theevent set forth in any one of the following paragraphs in thisSection 2(a) shall have occurred:

 

(1)   anyPerson is or becomes the Beneficial Owner, directly or indirectly, ofsecurities of the Corporation (not including in the securities beneficiallyowned by such Person any securities acquired directly from the Corporation)representing 30% or more of the combined voting power of the Corporation’s thenoutstanding securities, excluding any Person who becomes such a BeneficialOwner in connection with a transaction described in clause (a) ofParagraph (3) below; or

 

(2)   thefollowing individuals cease for any reason to constitute a majority of thenumber of directors then serving: individuals who, on the date the Plan isadopted by the Board, constitute the Board and any new director (other than adirector whose initial assumption of office is in connection with an actual orthreatened election contest, including but not limited to a consentsolicitation, relating to the election of directors of the Corporation) whoseappointment or election by the Board or nomination for election by theCorporation’s stockholders was approved or recommended by a vote of at least amajority of the directors then still in office who either were directors on thedate hereof or whose appointment, election or nomination for election waspreviously so approved or recommended; or

 

(3)   thereis consummated a merger or consolidation of the Corporation or any direct orindirect subsidiary of the Corporation with any other corporation, other than(a) a merger or consolidation which would result in the voting securitiesof the Corporation outstanding immediately prior to such merger or consolidationcontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity or any parent thereof) at least50% of the combined voting power of the securities of the Corporation or suchsurviving entity or any parent thereof outstanding immediately after suchmerger or consolidation, or (b) a merger or consolidation effected toimplement a recapitalization of the Corporation (or similar transaction) inwhich no Person is or becomes the Beneficial Owner, directly or indirectly, ofsecurities of the Corporation (not including in the securities beneficiallyowned by such Person any securities acquired directly from the Corporation)representing 30% or more of the combined voting power of the Corporation’s thenoutstanding securities; or

 

(4)   thestockholders of the Corporation approve a plan of complete liquidation ordissolution of the Corporation or there is consummated an agreement for thesale or disposition by the Corporation of all or substantially all of theCorporation’s assets, other than a sale or disposition by the Corporation ofall or substantially all of the Corporation’s assets to an entity, at least 50%of the combined voting power of the voting securities of which are owned by thestockholders of the Corporation immediately prior to such sale.

 

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Notwithstanding the foregoing, an “Acceleration Event”shall not be deemed to have occurred by virtue of the consummation of anytransaction or series of integrated transactions immediately following which therecord holders of the common stock of the Corporation immediately prior to suchtransaction or series of transactions continue to have substantially the sameproportionate ownership in an entity which owns all or substantially all of theassets of the Corporation immediately following such transaction or series oftransactions.

 

(b)   ”*Affiliate*”shall have the meaning set forth in Rule 12b-2 under Section 12 ofthe Exchange Act.

 

(c)   ”*AffiliatedEntity*” shall have the meaning set forth in Section 4 hereof.

 

(d)   ”*Agreement*”shall mean a written or electronic agreement between the Corporation and aParticipant evidencing the grant of an Option or Award and setting forth theterms and conditions thereof.

 

(e)   ”*Award*”shall mean a grant of Restricted Stock, a Restricted Stock Unit, a Share Awardor any or all of them.

 

(f)    ”*Beneficial Owner*” shall have the meaning set forth inRule 13d-3 under the Exchange Act, except that a Person shall not bedeemed to be the Beneficial Owner of any securities which are properly filed ona Form 13-G.

 

(g)   ”*Board*”shall mean the Board of Directors of the Corporation.

 

(h)   ”*Cause*”shall mean as follows: (a) in the case of a Participant whose employmentwith the Corporation or a Subsidiary Corporation is subject to the terms of anemployment agreement which includes a definition of “Cause”, the term “Cause”as used in this Plan or any Agreement shall have the meaning set forth in suchemployment agreement during the period that such employment agreement remainsin effect, and (b) in all other cases, the term “Cause” as used in thisPlan or any Agreement shall mean (i) an intentional failure to performreasonably assigned duties, (ii) dishonesty or willful misconduct in theperformance of duties, (iii) involvement in a transaction in connectionwith the performance of duties to the Corporation or any of its SubsidiaryCorporations which transaction is adverse to the interests of the Corporationor any of its Subsidiary Corporations and which is engaged in for personalprofit or (iv) willful violation of any law, rule or regulation inconnection with the performance of duties (other than traffic violations orsimilar offenses).

 

(i)    ”*Code*” shall mean the Internal Revenue Code of 1986, asamended, and any reference to the Code shall include all treasury regulationspromulgated thereunder.

 

(j)    ”*Committee*” shall have the meaning set forth inSection 3 hereof.

 

(k)   ”*CommonStock*” shall mean the common stock, par value $.01 per share, of theCorporation.

 

(l)    ”*Disability*” shall mean as follows: (1) in the case of aParticipant whose employment with the Corporation or a Subsidiary Corporationis subject to the terms of an employment agreement which includes a definitionof “Disability”, the term “Disability” as used in this Plan or any Agreementshall have the meaning set forth in such employment agreement during the periodthat such employment agreement remains in effect, and (2) in all othercases, the term “Disability” as used in this Plan or any Agreement shall havethe same meaning as the term “Disability” as used in the Corporation’slong-term disability plan, or, if the Corporation has no long-term disabilityplan, shall mean a Participant’s inability to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairmentthat can be expected to result in death or that has lasted or can be expectedto last for a continuous period of not less than twelve (12) months;provided, however, that when used in connection with the exercise of anIncentive Stock Option following termination of employment, the term “Disability”as used in this Plan or any Agreement shall mean a disability within themeaning of Section 22(e)(3) of the Code.

 

(m)  ”*ExchangeAct*” shall mean the Securities Exchange Act of 1934, as amended fromtime to time.

 

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(n)   ”*FairMarket Value*” per Share as of a particular date shall mean (i) ifthe Shares are then traded in a stock exchange, on an over-the-counter market,or otherwise, (x) the closing price for the Shares in such market on such dateor the immediately preceding date, (y) the average of the high and low salesprice for the shares in such market on such date or the immediate precedingdate or (z) if there were no such sales on the particular date, but there weresuch sales of Common Stock on dates within a reasonable period both before andafter the particular date, the weighted average of the closing sale prices onthe nearest date before and nearest date after the particular date, (ii) if theprovisions of (i) of this subsection (n) are inapplicable because actual salesare not available during a reasonable period beginning before and ending afterthe particular date, the average between the bona fide bid and asked prices onthe particular date, or if none, the weighted average of the means between thebona fide bid and asked prices on the nearest trading date before and thenearest trading date after the particular date, if both such nearest dates arewithin a reasonable period, (iii) if the provisions of (i) and (ii) of thissubsection (n) are inapplicable because no actual sale prices or bona fide bidand asked prices are available on a date within a reasonable period before theparticular date, but such prices are available on a date within a reasonableperiod after the valuation date, or vice versa, then the average between thehighest and lowest available sales prices or bid and asked prices, or (iv) ifthe Committee believes the value of the Common Stock determined under (i), (ii)or (iii) of this subsection (n) does not reflect the fair market value on theparticular date, such value as the Committee in its discretion may determine.

 

(o)   ”*IncentiveStock Option*” shall mean an Option that is an “incentive stockoption” within the meaning of Section 422 of the Code, or any successorprovision, and that is designated in the applicable Agreement as an IncentiveStock Option.

 

(p)   ”*NonqualifiedStock Option*” shall mean any Option that is not an Incentive StockOption, including any Option that provides (as of the time such Option isgranted) that it will not be treated as an Incentive Stock Option.

 

(q)   ”*Option*”shall mean an option to purchase Shares.

 

(r)   ”*ParentCorporation*” shall mean any corporation (other than the Corporation)in an unbroken chain of corporations ending with the employer corporation if,at the time of granting an Option or Award, each of the corporations other thanthe employer corporation owns stock possessing fifty percent (50%) or more ofthe total combined voting power of all classes of stock in one of the othercorporations in such chain.

 

(s)   ”*Participant*”shall mean a person to whom an Award or Option has been granted underthe Plan.

 

(t)    The terms “PerformanceAward,” “Performance Cycle,” “Performance Objectives,” and “Covered Employee”shall have the meanings set forth in Section 10 hereof.

 

(u)   ”*Person*”shall have the meaning given in Section 3(a)(9) of the Exchange Act, asmodified and used in Sections 13(d) and 14(d) thereof, except that such termshall not include (i) the Corporation or any of its Affiliates,(ii) a trustee or other fiduciary holding securities under an employeebenefit plan of the Corporation or any of its subsidiaries, (iii) an underwritertemporarily holding securities pursuant to an offering of such securities, or(iv) a corporation owned, directly or indirectly, by the stockholders ofthe Corporation in substantially the same proportions as their ownership ofstock of the Corporation.

 

(v)   ”*RestrictedStock*” shall mean Shares issued or transferred to an EligibleIndividual (as defined in Section 4) pursuant to Section 7.

 

(w)  ”*RestrictedStock Unit*” shall mean rights granted to an Eligible Individual (asdefined in Section 4) pursuant to Section 7 representing a number ofhypothetical Shares.

 

(x)   ”*Rule 16b-3*”shall mean Rule 16b-3 promulgated under Section 16 of the ExchangeAct (or any other comparable provisions in effect at the time or times inquestion).

 

(y)   ”*ShareAward*” shall mean an Award of Shares granted pursuant toSection 8.

 

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(z)   ”*Shares*”shall mean shares of Common Stock and any other securities into which suchshares are changed or for which such shares are exchanged.

 

(aa) ”*SubsidiaryCorporation*” shall mean any corporation (other than the Corporation)in an unbroken chain of corporations beginning with the employer corporationif, at the time of granting an Option or Award, each of the corporations otherthan the last corporation in the unbroken chain owns stock possessing fiftypercent (50%) or more of the total combined voting power of all classes ofstock in one of the other corporations in such chain.

 

3.     *Administration.*

 

The Plan shall be administered by the CompensationCommittee of the Board (the “Compensation Committee”) or such other committeeappointed either by the Board or by the Compensation Committee (the committeethat administers the Plan, the “Committee”); provided, however, to the extentdetermined necessary to satisfy the requirements for exemption fromSection 16(b) of the Exchange Act with respect to the acquisition ordisposition of securities hereunder or the requirements for exemption fromSection 162(m) of the Code, action by the Committee shall be by asubcommittee of a committee of the Board composed solely of two or more “non-employeedirectors” within the meaning of Rule 16b-3 and “outside directors” asdefined in Section 162(m) of the Code, appointed by the Board or by theCommittee. Notwithstanding anything in the Plan to the contrary, to the extentdetermined to be necessary to satisfy an exemption under Rule 16b-3 withrespect to a grant hereunder (and, as applicable, with respect to thedisposition to the Corporation of a security hereunder), or as otherwisedetermined advisable by the Committee, the terms of such grant and dispositionunder the Plan shall be subject to the approval of the Board. Any approval ofthe Board, as provided in the preceding sentence, shall not otherwise limit orrestrict the authority of the Committee to make grants under the Plan.Notwithstanding the foregoing, the mere fact that a member of the Committeeshall fail to qualify as a “non-employee director” within the meaning ofRule 16b-3 or as an “outside director” as defined in Section 162(m)of the Code shall not invalidate any Option or Award granted by the Committee,which Option or Award is otherwise validly made under the Plan. The Committeeshall have the authority and discretion, subject to and not inconsistent withthe express provisions of the Plan, to administer the Plan and to exercise allthe powers and authorities either specifically granted to it under the Plan ornecessary or advisable in the administration of the Plan, including, withoutlimitation, the authority to: (1) grant Options and Awards;(2) interpret and administer the Plan, (3) resolve any ambiguity,reconcile any inconsistency, correct any default or deficiency and/or supplyany omission in the Plan or any instrument or agreement relating thereto,(4) determine the purchase price of the Shares covered by each Option (the“Option Price”); (5) determine the type or types of Options and Awards tobe granted; (6) determine the persons to whom, and the time or times atwhich, Options and Awards shall be granted; (7) determine the number ofShares to be covered by each Option and Award; (8) prescribe, amend andrescind rules and regulations relating to the Plan; (9) determine theterms and provisions of the Agreements (which need not be identical) enteredinto in connection with Options and Awards granted under the Plan; and(10) make all other determinations deemed necessary or advisable for theadministration of the Plan. In certain circumstances, the powers of theCommittee under the Plan may be exercised by the “independent directors” of theBoard within the meaning of NASDAQ Rule 4200(a)(15). The Committee maydelegate to one or more of its members or to one or more agents suchadministrative duties as it may deem advisable, and the Committee or any personto whom it has delegated duties as aforesaid may employ one or more persons torender advice with respect to any responsibility the Committee or such personmay have under the Plan. Unless otherwise expressly provided in the Plan, alldesignations, determinations, interpretations, and other decisions under orwith respect to the Plan or any Option or Award or any documents evidencing anyand all Options and Awards shall be within the sole discretion of theCommittee, may be made at any time pursuant to the Plan and shall be final,conclusive, and binding upon all parties, including, without limitation, theCorporation, any Affiliate, any Participant, any holder or beneficiary of anyOptions and Awards, and any shareholder of the Corporation. The Board shallfill all vacancies, however caused, in the Committee. The Board may from timeto time appoint additional members to the Committee, and may at any time removeone or more members of the Committee and substitute others. One member of theCommittee may be selected by the Board as chairman. The Committee shall holdits meetings at such times and places as it shall deem advisable. Alldeterminations of the Committee shall be made by a majority of its memberseither present in person or participating by conference telephone at anymeeting or by written consent. The Committee may appoint a secretary and makesuch rules and regulations for the conduct of its business as it shall deemadvisable, and shall keep minutes of its meetings. No member of the Board orCommittee shall be liable for 

 

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any action takenor determination made in good faith with respect to the Plan or any Option orAward granted hereunder.

 

4.     *Eligibility.*

 

Options and Awards may be granted (i) toemployees (including, without limitation, (x) officers and directors whoare employees and (y) any individual to whom a formal written offer ofemployment has been extended) and directors (who are not employees) of theCorporation, including its present or future divisions, and SubsidiaryCorporations and Parent Corporations; (ii) to employees of an affiliatedentity of the Corporation (an “Affiliated Entity”) which is designated by theBoard to participate in the Plan; and (iii) to independent contractors ofthe Corporation, including its present or future divisions, SubsidiaryCorporations, Parent Corporations or Affiliated Entities ((i), (ii) and(iii) collectively, “Eligible Individuals”). In determining the persons towhom Options and Awards shall be granted and the number of Shares to be coveredby each Option and Award, the Committee shall take into account the duties ofthe respective persons, their present and potential contributions to thesuccess of the Corporation and such other factors as the Committee shall deemrelevant in connection with accomplishing the purpose of the Plan. AParticipant shall be eligible to receive more than one grant of an Option orAward during the term of the Plan, but only on the terms and subject to therestrictions hereinafter set forth.

 

5.     *Stock.*

 

Shares shall be subject to Options and Awardshereunder. Such Shares may, in whole or in part, be authorized but unissuedShares or Shares that shall have been or that may be reacquired by theCorporation. The aggregate number of Shares as to which Options and Awards maybe granted from time to time under the Plan shall not exceed 29,000,000, all ofwhich may be subject to Incentive Stock Options. The limitation established bythe preceding sentence shall be subject to adjustment as provided inSection 6(j) and Section 9 hereof. The aggregate number of Shareswith respect to which Options and Awards may be granted to any individualParticipant during the Corporation’s fiscal year shall not exceed 4,000,000. Inthe event that any portion of an outstanding Option or Award under the Plan forany reason expires or is canceled, surrendered, exchanged, settled in cash orotherwise terminated without having been exercised or settled for the full numberof Shares subject thereto, the Shares allocable to such portion (including, ifapplicable, all shares subject to the Option or Award) shall (unless the Planshall have been terminated) become available for subsequent grants of Optionsand Awards under the Plan. In addition, if any Option is exercised by tenderingShares, either actually or by attestation, to the Corporation as full orpartial payment of the exercise price, the maximum number of Shares availableunder the Plan shall be increased by the number of Shares so tendered.

 

6.     *Terms and Conditions of Options.*

 

Each Option granted pursuant to the Plan shall beevidenced by an Agreement, which shall comply with and be subject to thefollowing terms and conditions:

 

(a)*    Numberof Shares.*    Each Agreement evidencing thegrant of an Option shall state the number of Shares to which the Optionrelates.

 

(b)*    Typeof Option.*    Each Agreement evidencing thegrant of an Option shall specifically identify the Option as either anIncentive Stock Option or a Nonqualified Stock Option.

 

(c)*    OptionPrice.*    Each Agreement evidencing the grant ofan Option shall state the Option Price, which shall be determined by theCommittee at the time of grant; provided, however, that in the case of anIncentive Stock Option, the Option Price shall in no event be less than theFair Market Value of a Share at the time of grant. The Option Price shall besubject to adjustment as provided in Sections 6(j) and 9 hereof. An Optionshall be considered to be granted on the date designated by the Committee inthe resolution authorizing the grant of such Option.

 

(d)*    Mediumand Time of Payment.*    Options may be exercisedin whole or in part at any time during the Option period by giving writtennotice of exercise to the Corporation specifying the number of Shares to be 

 

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purchased,accompanied by payment of the Option Price. Payment of the Option Price shallbe made in such manner as the Committee may provide in the Agreement evidencingthe grant of the Option, which may include cash (including cash equivalents,such as by certified or bank check payable to the Corporation), delivery ofunrestricted Shares that have been owned by the Participant or, as applicable,a permissible transferee (as provided in Section 6(i)) for at least sixmonths, by means of any cashless exercise procedure approved by the Committeeas permitted by law (including the withholding of Shares otherwise issuableupon exercise), any other manner determined by the Committee as permitted bylaw, or any combination of the foregoing.

 

(e)*    Termand Exercise of Options.*    Options shall beexercisable over the exercise period as and at the times and upon theconditions that the Committee may determine, as reflected in the Agreement;provided, however, that the Committee shall have the authority to acceleratethe exercisability of any outstanding Option at such time and under suchcircumstances as it, in its sole discretion, deems appropriate; provided, further,that such exercise period of a Nonqualified Stock Option shall not exceedeleven (11) years from the date of grant of such option; provided,further, that such exercise period of an Incentive Stock Option shall notexceed ten (10) years from the date of grant of such option. The exerciseperiod shall be subject to earlier termination as provided in Section 6(g)hereof. An Option may be exercised, as to any or all full Shares as to whichthe Option has become exercisable, by giving written notice of such exercise tothe Corporation’s Option administrator or to such individual(s) as theCommittee may from time to time designate.

 

(f)*    Limitationson Incentive Stock Options.*    To the extentthat the aggregate Fair Market Value of Shares with respect to which IncentiveStock Options are exercisable for the first time by a Participant during anycalendar year under the Plan and any other stock option plan of the Corporationshall exceed $100,000, such Options shall be treated as Nonqualified Stock Options.Such Fair Market Value shall be determined as of the date on which each suchIncentive Stock Option is granted. In applying the limitation in the precedingtwo sentences in the case of multiple Option grants, Options which wereintended to be Incentive Stock Options shall be treated as Nonqualified StockOptions according to the order in which they were granted such that the mostrecently granted Options are first treated as Nonqualified Stock Options. NoIncentive Stock Option may be granted to an individual if, at the time of theproposed grant, such individual owns (or is deemed to own under the Code) stockpossessing more than 10% of the total combined voting power of all classes ofstock of the Corporation unless (1) the Option Price of such IncentiveStock Option is at least 110% of the Fair Market Value of a Share at the timesuch Incentive Stock Option is granted and (2) such Incentive Stock Optionis not exercisable after the expiration of five years from the date suchIncentive Stock Option is granted.

 

(g)*    Termination.*    Exceptas provided in this Section 6(g) and in Section 6(h) hereof or in theAgreement, an Option may not be exercised by the Participant to whom it wasgranted or by a transferee to whom such Option was transferred (as provided inSection 6(i)) unless the Participant is then in the employ or service ofthe Corporation or a division or any corporation which was, at the time ofgrant of such Option, a Subsidiary Corporation or Parent Corporation thereof(or a corporation or a Parent or Subsidiary Corporation of such corporationissuing or assuming the Option in a corporate transaction) or an AffiliatedEntity, and unless the Participant has remained continuously so employed orcontinuously performing such service since the date of grant of the Option.Unless otherwise provided in the Agreement, in the event that the employment orservice of a Participant shall terminate (other than by reason of death,Disability or retirement), all Options granted to such Participant or transferredby such Participant (as provided in Section 6(i)) that are exercisable atthe time of such termination may, unless earlier terminated in accordance withtheir terms, be exercised by the Participant or by a transferee within three(3) months after such termination, but not beyond the expiration of theterm of the Option; provided, however, that if the employment or service of aParticipant shall terminate for Cause, all Options theretofore granted to suchParticipant or transferred by such Participant (as provided inSection 6(i)) that are exercisable at the time of such termination shall,to the extent not theretofore exercised, terminate. Nothing in the Plan or inany Agreement shall confer upon an individual any right to continue in theemploy or service of the Corporation or any of its divisions, ParentCorporations, Subsidiary Corporations or Affiliated Entities or interfere inany way with the right of the Corporation or any such division, ParentCorporation, Subsidiary Corporation or Affiliated Entity to terminate suchemployment or service. The Committee may, in an Agreement or thereafter,provide for additional periods to exercise Options following a termination of aParticipant’s employment or change in such Participant’s status of employmentarising by reason of the sale of a Subsidiary Corporation or a division of theCorporation or a Subsidiary Corporation.

 

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(h)*    Death,Disability or Retirement of Participant.*    Unlessotherwise provided in the Agreement, if a Participant shall die while employedby or performing services for the Corporation or a division thereof or anycorporation which was, at the time of grant of such Option, a SubsidiaryCorporation or Parent Corporation thereof (or a corporation or a Parent orSubsidiary Corporation of such corporation issuing or assuming the Option in acorporate transaction) or an Affiliated Entity, or within three (3) monthsafter the termination of such Participant’s employment or service, other than forCause, or if the Participant’s employment or service shall terminate by reasonof Disability or retirement (as determined by the Committee in its solediscretion), all Options theretofore granted to such Participant or transferredby such Participant (as provided in Section 6(i)), to the extent otherwiseexercisable at the time of death or termination of employment or service, may,unless earlier terminated in accordance with their terms, be exercised by theParticipant or by the Participant’s estate or by a person who acquired theright to exercise such Option by bequest or inheritance or otherwise by reasonof the death or Disability of the Participant, or by a transferee (as providedin Section 6(i)), at any time within one year after the date of death,Disability or retirement of the Participant, but not beyond the expiration ofthe term of the Option.

 

(i)*    Nontransferabilityof Options.*    Unless otherwise provided in theAgreement and except as provided in this Section 6(i), and in any event inthe case of an Incentive Stock Option, no Option granted hereunder shall betransferable by the Participant to whom it was granted, other than by will orthe laws of descent and distribution, and the Option may be exercised duringthe lifetime of such Participant only by the Participant or such Participant’sguardian or legal representative. To the extent the Agreement so provides, andsubject to such conditions as the Committee may prescribe, a Participant may,upon providing written notice to the General Counsel of the Corporation, electto transfer the Nonqualified Stock Options granted to such Participant pursuantto such agreement, without consideration therefor, to members of his or her “immediatefamily” (as defined below), to a trust or trusts maintained solely for thebenefit of the Participant and/or the members of his or her immediate family,or to a partnership or partnerships whose only partners are the Participantand/or the members of his or her immediate family. Any purported assignment,alienation, pledge, attachment, sale, transfer, or encumbrance that does notqualify as a permissible transfer under this Section 6(i) shall bevoid and unenforceable against the Plan and the Corporation. For purposes ofthis Section 6(i), the term “immediate family” shall mean, with respect toa particular Participant, the Participant’s spouse, children or grandchildren,and such other persons as may be determined by the Committee. The terms of anysuch Option and the Plan shall be binding upon a permissible transferee, andthe beneficiaries, executors, administrators, heirs and successors of theParticipant and, as applicable, a permissible transferee.

 

(j)*    Effectof Certain Changes.*

 

(1)*    Effect of Acceleration Event.*    Unlessotherwise provided in an Agreement, if there is an Acceleration Event whileunexercised Options remain outstanding under the Plan, then from and after thedate of the Acceleration Event (the “Acceleration Date”), all Options that havenot expired or terminated in accordance with the Plan or an Agreement shall beexercisable in full, whether or not otherwise exercisable.

 

(2)*    Effect of Certain OtherChanges.*    Unless otherwise provided in anAgreement, in the event of the proposed dissolution or liquidation of theCorporation, in the event of any corporate separation or division, including,but not limited to, split-up, split-off or spin-off, or in the event of amerger or consolidation of the Corporation with another corporation (a “Transaction”),the Committee (1) may authorize the redemption of the unexercised portionof an Option for a consideration per share of Common Stock equal to the excess,if any, of (i) the consideration payable per share of Common Stock inconnection which such transaction, over (ii) the Option Price (and anyOption so redeemed shall terminate upon the making of such payment),(2) may provide that the holder of each Option shall, prior to such actionor transaction (but conditioned upon the occurrence thereof), have the right toexercise such Option (at its then Option Price) or (3) may equitablyadjust outstanding Options in such other manner as it deems appropriate.

 

(k)*    Rightsas a Stockholder.*    A Participant or atransferee of an Option shall have no rights as a stockholder with respect toany Shares covered by the Option until the date of the issuance of a stockcertificate to him for such 

 

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Shares. Noadjustment shall be made for dividends (ordinary or extraordinary, whether incash, securities or other property) or distribution of other rights for whichthe record date is prior to the date such stock certificate is issued, exceptas provided in Section 9 hereof.

 

7.     *Terms and Conditions of Restricted Stock andRestricted Stock Units.*

 

(a)*    RestrictedStock.*    Each Award of Restricted Stock grantedpursuant to the Plan shall be evidenced by an Agreement, which shall containsuch restrictions, terms and conditions as the Committee may, in itsdiscretion, determine and (without limiting the generality of the foregoing)such Agreement may require that an appropriate legend be placed on Sharecertificates. Awards of Restricted Stock shall be subject to the terms andprovisions set forth below in this Section 7(a) and in Section 7(c).

 

(1)*    Rights of Participant.*    Sharesof Restricted Stock granted pursuant to an Award hereunder shall be issued inthe name of the Participant as soon as reasonably practicable after the Awardis granted, provided that the Participant has executed an Agreement evidencingthe Award, the appropriate blank stock powers and, in the discretion of theCommittee, an escrow agreement and any other documents which the Committee mayrequire as a condition to the issuance of such Shares. At the discretion of theCommittee, Shares issued in connection with an Award of Restricted Stock shallbe deposited together with the stock powers with an escrow agent (which may bethe Corporation) designated by the Committee. Unless the Committee determinesotherwise and as set forth in the Agreement, upon delivery of the Shares to theescrow agent, the Participant shall have all of the rights of a shareholderwith respect to such Shares, including the right to vote the Shares and toreceive all dividends or other distributions paid or made with respect to theShares.

 

(2)*    Non-transferability.*    Untilall restrictions upon the Shares of Restricted Stock awarded to a Participantshall have lapsed in the manner set forth in Section 7(a)(3), such Sharesshall not be sold, transferred or otherwise disposed of and shall not bepledged or otherwise hypothecated.

 

(3)*    Lapse of Restrictions.*

 

(i)*    Generally.*    Subjectto the provisions of Section 7(c), restrictions upon Shares of RestrictedStock awarded hereunder shall lapse at such time or times and on such terms andconditions as the Committee may determine. The Agreement evidencing the Awardshall set forth any such restrictions.

 

(ii)*    Effect of Acceleration Event.*    Unlessotherwise determined by the Committee at the time of grant and set forth in theAgreement evidencing the Award of Restricted Stock, if there is an AccelerationEvent while Shares of Restricted Stock remain outstanding under the Plan, allof the restrictions on such Shares of Restricted Stock shall lapse.

 

(4)*    Treatment of Dividends.*    Atthe time an Award of Restricted Stock is granted, the Committee may, in itsdiscretion, determine that the payment to the Participant of dividends, or aspecified portion thereof, declared or paid on such Shares by the Corporation shallbe (i) deferred until the lapsing of the restrictions imposed upon suchShares and (ii) held by the Corporation for the account of the Participantuntil such time. In the event that dividends are to be deferred, the Committeeshall determine whether such dividends are to be reinvested in Shares (whichshall be held as additional Shares of Restricted Stock) or held in cash. Ifdeferred dividends are to be held in cash, there may be credited interest onthe amount of the account at such times and at a rate per annum as theCommittee, in its discretion, may determine. Payment of deferred dividends inrespect of Shares of Restricted Stock (whether held in cash or as additionalShares of Restricted Stock), together with interest accrued thereon, if any, shallbe made upon the lapsing of restrictions imposed on the Shares in respect ofwhich the deferred dividends were paid, and any dividends deferred (togetherwith any interest accrued thereon) in respect of any Shares of Restricted Stockshall be forfeited upon the forfeiture of such Shares.

 

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(5)*    Delivery of Shares.*    Uponthe lapse of the restrictions on Shares of Restricted Stock, the Committeeshall cause a stock certificate or evidence of book entry Shares to bedelivered to the Participant with respect to such Shares of Restricted Stock,free of all restrictions hereunder.

 

(b)*    RestrictedStock Unit Awards.*    Each Award of RestrictedStock Units granted pursuant to the Plan shall be evidenced by an Agreement,which shall contain such restrictions, terms and conditions as the Committeemay, in its discretion, determine. Awards of Restricted Stock Units shall besubject to the terms and provisions set forth below in this Section 7(b)and in Section 7(c).

 

(1)*    Payment of Awards.*    EachRestricted Stock Unit shall represent the right of the Participant to receive,upon vesting of the Restricted Stock Unit or on any later date specified by theCommittee, either (i) a number of Shares set forth in an Agreement or (ii) anamount of cash equal to the Fair Market Value of such Shares.

 

(2)*    Effect of Acceleration Event.*    Unlessotherwise determined by the Committee at the time of grant and set forth in theAgreement evidencing the Award of Restricted Stock Units, if there is anAcceleration Event while Restricted Stock Units remain outstanding under thePlan, all Restricted Stock Units shall become fully vested.

 

(c)*    Effectof a Termination of Employment.*    The Agreementevidencing the grant of each Award of Restricted Stock or Restricted StockUnits shall set forth the terms and conditions applicable to such Award upon atermination of employment with, or service as a director of, the Corporation ora division or any Subsidiary Corporation, Parent Corporation or AffiliatedEntity, which shall be as the Committee may, in its discretion, determine atthe time the Award is granted or thereafter.

 

(d)*    Effectof a Transaction.*    In the event of aTransaction, the Awards issued hereunder shall continue in effect in accordancewith their respective terms, except that following a Transaction either(i) each outstanding Award shall be treated as provided for in theagreement entered into in connection with the Transaction or (ii) if notso provided for in such agreement, each holder of an Award shall be entitled toreceive in respect of each Share subject to any outstanding Awards, as the casemay be, payment or transfer in respect of any Award, the same number and kindof stock, securities, cash, property or other consideration that each holder ofa Share was entitled to receive in the Transaction in respect of a Share;provided, however, that such stock, securities, cash, property, or otherconsideration shall remain subject to all of the conditions, restrictions andperformance criteria which were applicable to the Awards prior to suchTransaction.

 

8.     *Terms and Conditions of Share Awards.*

 

The Committee may grant a Share Award to any EligibleIndividual on such terms and conditions as the Committee may determine in itssole discretion. Share Awards may be made as additional compensation forservices rendered by the Eligible Individual or may be in lieu of cash or othercompensation to which the Eligible Individual is entitled from the Corporation.

 

9.     *Effect of Certain Changes.*

 

If there is any change in the number of Shares throughthe declaration of stock or cash dividends, or recapitalization resulting instock splits or reverse stock splits, or combinations or exchanges of suchShares, or other corporate actions or transactions affecting the capitalizationof the Corporation, the aggregate number of Shares available for Options andAwards, the aggregate number of Options and Awards that may be granted to anyperson in any calendar year, the number of such Shares covered by outstandingOptions and Awards, and the Option Price of outstanding Options shall beproportionately adjusted by the Committee to reflect any increase or decreasein the number of issued Shares so as to in the Committee’s judgment and solediscretion prevent the diminution or enlargement of the benefits intended bythe Plan; provided, however, that any fractional Shares resulting from suchadjustment shall be rounded to the nearest whole share. In the event of anyother extraordinary corporate transaction, 

 

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including but notlimited to distributions of cash or other property to the Corporation’sshareholders, the Committee may equitably adjust outstanding Options and Awardsas it deems appropriate.

 

The decision whether or not to make adjustments andsuch adjustments, if any, made by the Committee, shall be final, binding andconclusive.

 

10.   *Compliancewith Section 162(m) of the Code.*

 

(a)*    Grantsof Performance Awards.*    Unless otherwise setforth in an Agreement, all Options granted under the Plan are intended toconstitute Performance Awards. In addition, the Committee may, in its solediscretion, provide in Agreements evidencing other Awards granted to CoveredEmployees under the Plan that such Awards are intended to constitutePerformance Awards; provided, however, that if the Committee determines that aParticipant to whom such an Award has been granted has ceased to be a CoveredEmployee prior to settlement of such Award, such Award shall no longer be aPerformance Award and the provisions of this Section 10 shall no longerapply to such Award.

 

(b)*    Enumerationof Performance Objectives.*    Performance Awardsother than Options shall be payable solely on account of the attainment of oneor more of the following performance objectives (the “*Performance Objectives*”) during aspecified period of time (the “*PerformanceCycle*”) as designated by the Committee: (i) consolidatedearnings before or after taxes (including earnings before interest, taxes,depreciation and amortization), (ii) net income, (iii) operatingincome, (iv) earnings per share, (v) book value per share,(vi) return on shareholder’s equity, (vii) expense management,(viii) return on investment, (ix) improvement in capital structure,(x) profitability of an identifiable business unit or product,(xi) maintenance or improvement of product margins, (xii) stockprice, (xiii) market share, (xiv) revenue or sales, (xv) costs,(xvi) cash flow, (xvii) working capital or capital expenditures,(xviii) return on assets, (xix) total shareholder return or(xx) any combination of the foregoing. The Committee may, in itsdiscretion, apply Performance Objectives to Options granted under the Plan.Performance Objectives may be in respect of performance of the Company, any ofits Subsidiary Corporations, any of its divisions or any combination thereof.Performance Objectives may be absolute or relative (to prior performance or tothe performance of one or more other entities or objective indices orbenchmarks) and may be expressed in terms of a progression within aspecific range.

 

(c)*    Establishmentof Performance Objectives.*    The PerformanceObjectives with respect to a Performance Cycle shall be established in writingby the Committee by the earlier of (i) the date on which 25% of thePerformance Cycle has elapsed and (ii) the date which is ninety(90) days after the commencement of the Performance Cycle, and in anyevent while satisfaction of the Performance Objectives remains substantiallyuncertain.

 

(d)*    Determinationof Performance.*    Following the completion ofthe applicable Performance Cycle and prior to the vesting or settlement of anyPerformance Award granted to a Participant which is subject to Performance Objectives,the Committee shall certify in writing the extent to which the applicablePerformance Objectives have been satisfied. To the extent set forth in theAgreement evidencing a Performance Award, the Committee may, in its solediscretion, reduce the amount of cash paid or number of Shares issued uponsettlement of a Performance Award.

 

(e)*    Effectof Certain Events.*

 

(1)   Unlessotherwise provided by the Committee at the time the Performance Objectives inrespect of a Performance Award are established, performance with respect to aPerformance Award shall be automatically adjusted during the applicablePerformance Cycle to omit the effects of extraordinary items, gain or loss onthe disposal of a business segment, unusual or infrequently occurring eventsand transactions that have been publicly disclosed and the cumulative effectsof changes in accounting principles, all as determined in accordance withgenerally accepted accounting principles (to the extent applicable). Inaddition, at the time of the granting of a Performance Award, or at any timethereafter, the Committee may provide for the manner in which performance willbe measured against the Performance 

 

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Objectives (or may adjustthe Performance Objectives) to reflect the impact of specified corporatetransactions (such as a stock split or stock dividend), special charges and taxlaw changes.

 

(2)   Notwithstandingany provision of the Plan to the contrary, Performance Awards shall at all timesbe administered in compliance with Section 162(m) of the Code and theregulations promulgated thereunder. Without limiting the generality of thepreceding sentence, the Committee shall not be entitled to exercise anydiscretion otherwise authorized under the Plan with respect to PerformanceAwards if the ability to exercise such discretion or the exercise of suchdiscretion itself would cause the compensation attributable to such Awards tofail to qualify as Performance Awards (including, without limitation, thediscretion to increase the amount of compensation payable upon the attainmentof Performance Objectives).

 

(f)*    Definitions.*    Forpurposes of this Section 10:

 

(1)*    ”Performance Award*”    meansawards the compensation payable with respect to which is intended to consist of“performance-based compensation” within the meaning ofSection 162(m)(4)(C) of the Code and the regulations promulgatedthereunder.

 

(1)*    ”Covered Employee*”    meansa Participant who the Committee deems is or may become a “covered employee”within the meaning of Section 162(m)(3) of the Code and the regulationspromulgated thereunder for the year in which the vesting or settlement of aPerformance Award may result in remuneration to the Participant that would notbe deductible under Section 162(m) of the Code but for the designation ofan Option or Award granted hereunder as a Performance Award.

 

11.   *Agreementby Participant Regarding Withholding Taxes.*

 

The Corporation or any Subsidiary Corporation, ParentCorporation or Affiliated Entity shall withhold from any payment of cash orShares to a Participant or other person under the Plan an amount sufficient tocover any withholding taxes which may become required with respect to suchpayment or shall take any other action as it deems necessary to satisfy anyincome or other tax withholding requirements in respect of any Option or Award.The Corporation or any Subsidiary Corporation, Parent Corporation or AffiliatedEntity shall have the right to require the payment of any such taxes andrequire that any person furnish information deemed necessary by the Corporationor any Subsidiary Corporation, Parent Corporation or Affiliated Entity to meetany tax reporting obligation as a condition to exercise or before making anypayment pursuant to an Award or Option. With the approval of the Committee, aParticipant may, in satisfaction of his or her obligation to pay withholdingtaxes in connection with the exercise, vesting or other settlement of an Optionor Award, elect to have withheld a portion of the Shares then issuable to himor her having an aggregate Fair Market Value equal to the minimum amount of taxrequired to be withheld. Such Shares shall be valued at their Fair Market Valueon the date on which the amount of tax to be withheld is determined. Fractionalshare amounts shall be settled in cash. Such an election may be made withrespect to all or any portion of the Shares to be delivered pursuant to anOption or Award.

 

12.   *Rightsas an Employee.*

 

Nothing in the Plan or in any instrument executedpursuant to the Plan will confer upon any Participant any right to continue inthe employ of the Corporation or affect the right of the Corporation toterminate the employment of any Participant at any time with or without Cause.

 

13.   *OtherProvisions.*

 

The Agreements authorized under the Plan shall containsuch other provisions, including, without limitation, the imposition ofrestrictions upon the exercise of an Option or the transfer of Sharesunderlying an Option and the inclusion of any condition as the Committee shalldeem advisable.

 

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14.   *Termof Plan.*

 

Options and Awards may be granted pursuant to the Planfrom time to time within a period of ten (10) years from the date the Planis adopted by the Board. The date of such adoption was May 18, 2006.

 

15.   *Amendmentand Termination of the Plan.*

 

The Committee at any time and from time to time maysuspend, terminate, modify or amend the Plan. No suspension, termination, modificationor amendment of the Plan may adversely affect any Option or Award previouslygranted, unless the written consent of the Participant or, as applicable, apermissible transferee (as provided in Section 6(i)) is obtained.

 

16.   *Interpretation.*

 

The Plan is designed and intended, to the extentapplicable, to comply with Rule 16b-3 and all provisions hereof and tosatisfy the requirements of Section 162(m) of the Code, Section 409Aof the Code and any other applicable law and shall be construed in a manner toso comply. Notwithstanding this or any other provision of the Plan to thecontrary, the Committee may amend the Plan in any manner, or take any otheraction, that it determines, in its reasonable discretion exercised in goodfaith, is necessary, appropriate or advisable to cause the Plan and Awardsgranted thereunder to comply with Section 409A and any guidance issuedthereunder. Any such action, once taken, shall be deemed to be effective fromthe earliest date necessary to avoid a violation of Section 409A and shallbe final, binding and conclusive on all Participants and other individualshaving or claiming any right or interest under the Plan

 

17.   *Effectof Headings.*

 

The section and subsection headings contained hereinare for convenience only and shall not affect the construction hereof.

 

18.   *Regulationsand Other Approvals; Governing Law.*

 

(a)   Except as to matters of federallaw, the Plan and the rights of all persons claiming hereunder shall beconstrued and determined in accordance with the laws of the State of New Yorkwithout giving effect to conflicts of laws principles thereof.

 

(b)   The obligation of the Corporationto sell or deliver Shares with respect to Options and Awards granted under thePlan shall be subject to all applicable laws, rules and regulations, includingall applicable federal and state securities laws, and the obtaining of all suchapprovals by governmental agencies as may be deemed necessary or appropriate bythe Committee.

 

(c)   The Board may make such changes asmay be necessary or appropriate to comply with the rules and regulations of anygovernment authority, or to obtain for Eligible Individuals granted IncentiveStock Options the tax benefits under the applicable provisions of the Code andregulations promulgated thereunder.

 

(d)   Each Option and Award is subjectto the requirement that, if at any time the Committee determines, in itsdiscretion, that the listing, registration or qualification of Shares issuablepursuant to the Plan is required by any securities exchange or under any stateor federal law, or the consent or approval of any governmental regulatory bodyis necessary or desirable as a condition of, or in connection with, the grantof an Option or Award or the issuance of Shares, no Options or Awards shall begranted or payment made or Shares issued, in whole or in part, unless listing,registration, qualification, consent or approval has been effected or obtainedfree of any conditions as acceptable to the Committee.

 

(e)   Notwithstanding anythingcontained in the Plan or any Agreement to the contrary, in the event that thedisposition of Shares acquired pursuant to the Plan is not covered by a thencurrent registration statement under the Securities Act of 1933, as amended(the “Securities Act”), and is not otherwise exempt from such registration,such Shares shall be restricted against transfer to the extent required by theSecurities Act and Rule 144 or other 

 

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regulationsthereunder. The Committee may require any individual receiving Shares pursuantto an Option or Award granted under the Plan, as a condition precedent toreceipt of such Shares, to represent and warrant to the Corporation in writingthat the Shares acquired by such individual are acquired without a view to anydistribution thereof and will not be sold or transferred other than pursuant toan effective registration thereof under the Securities Act or pursuant to anexemption applicable under the Securities Act or the rules and regulationspromulgated thereunder. The certificates evidencing any such Shares shall beappropriately amended or have an appropriate legend placed thereon to reflecttheir status as restricted securities as aforesaid.

 

19.   *EffectiveDate of Plan.*

 

The effective date of the Plan shall be as determinedby the Board, subject only to the approval by the affirmative vote of theholders of a majority of the securities of the Corporation present, orrepresented, and entitled to vote at a meeting of stockholders duly held inaccordance with the applicable laws of the State of Delaware within twelve(12) months of the adoption of the Plan by the Board. Such stockholderapproval was obtained on May 18, 2006. From and after May 18, 2006, no furtherawards shall be granted under the Amended and Restated NTL 2004 Stock IncentivePlan or the NTL Incorporated 2004 Stock Incentive Plan (formerly the TelewestGlobal, Inc. 2004 Stock Incentive Plan).

 

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