exv10w1



 






EXHIBIT 10.1




LIBERTY GLOBAL, INC.




COMPENSATION POLICY

FOR

NONEMPLOYEE DIRECTORS




(As Amended and Restated Effective August 4, 2005)




     The board of directors (the “Board”) of Liberty Global, Inc. (the “Corporation”) has deemed it
advisable and in the best interest of the Corporation to provide the following compensation package
to each director of the Corporation who is not an employee of the Corporation or any subsidiary of
the Corporation (a “Nonemployee Director”) solely in consideration for such person agreeing to
serve as a Nonemployee Director of the Board.



     Annual Fees: For each full year of service as a Nonemployee Director, a fee for such
service of $20,000 will be paid to each Nonemployee Director. For each full year of service as
Audit Committee Chairperson, a fee for such service of $10,000 will be paid. Annual fees will be
payable in arrears in four equal quarterly installments at the end of each calendar quarter
(prorated in the case of a director who serves as a Nonemployee Director or as Audit Committee
Chairman for only a portion of a calendar quarter) in (i) cash or (ii) subject to the terms and
conditions set forth in the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (As
Amended and Restated Effective August 4, 2005) (the “Director Plan”), shares of the Corporation’s
common stock. The initial payment of $5,000 ($7,500, in the case of the Audit Committee Chairman)
will be payable on September 30, 2005, in cash only.



     Meeting Fees: A fee of $1,500 for attendance (in person or by conference telephone) at
each in person meeting, and $750 for each telephonic meeting, of the Board or a Board Committee of
which such director is a member will be paid to each Nonemployee Director. Meeting fees will be
payable in arrears at the end of each calendar quarter in cash only.



     Option Grant: An initial grant of options to purchase 10,000 shares of the
Corporation’s Series A common stock will be made to each Nonemployee Director, pursuant to the
Director Plan and the related form of Nonemployee Director Non-Qualified Stock Option Agreement, on
first being elected or appointed to the Board. Each option subject to the grant will have an
exercise price per share equal to the Fair Market Value (as defined in the Director Plan) of a
share of the Corporation’s Series A common stock on the date of the grant (or, in the case of the
first grant, the first full day of trading of the Series A common stock thereafter). On the date of
each annual meeting of the stockholders of the Corporation, each Nonemployee Director who served as
a Nonemployee Director immediately prior to such annual meeting of stockholders and will continue
to serve as a Nonemployee Director following such annual meeting will be granted options to
purchase 10,000 shares of the Corporation’s Series A common stock, with an exercise price per share
equal to the Fair Market Value of a share of the Corporation’s Series A common stock on the date of
such annual meeting. Options will vest as to one-third of the option shares on the date of the
first annual meeting of stockholders following the grant date (or, if later, the six-month
anniversary of the grant date) and as to an additional one-third of the option shares on the date
of each annual meeting of stockholders thereafter, provided, in each case, that the Nonemployee
Director continued to serve as a Nonemployee Director immediately prior to the applicable meeting.