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EXHIBIT 10.17    
  


UNITEDGLOBALCOM, INC.  


 1993 STOCK OPTION PLAN  


 (amended and restated effective January 30, 2002)  





 
  
 

    TABLE OF CONTENTS    
  



	 
	 	 
	 	Page

	

ARTICLE I	
 	

1
	
INTRODUCTION	
 	

1
	 	1.1	 	Establishment	 	1
	 	1.2	 	Purposes	 	1
	 	1.3	 	Effective Date; Amendment	 	1
	
ARTICLE II	
 	

1
	
DEFINITIONS	
 	

1
	 	2.1	 	Definitions	 	1
	
ARTICLE III	
 	

3
	
PLAN ADMINISTRATION	
 	

3
	 	3.1	 	General	 	3
	
ARTICLE IV	
 	

3
	
STOCK SUBJECT TO THE PLAN	
 	

3
	 	4.1	 	Number of Shares	 	3
	 	4.2	 	Adjustments for Stock Split, Stock Dividend, Etc.	 	4
	 	4.3	 	Adjustments for Certain Distributions of Property	 	4
	 	4.4	 	Distributions of Capital Stock and Indebtedness	 	4
	 	4.5	 	No Rights as Stockholder	 	4
	 	4.6	 	Fractional Shares	 	4
	 	4.7	 	Determination by the Committee, Etc.	 	4
	
ARTICLE V	
 	

4
	
PARTICIPATION	
 	

4
	 	5.1	 	In General	 	4
	 	5.2	 	Maximum Share Grant	 	5
	
ARTICLE VI	
 	

5
	
STOCK OPTIONS	
 	

5
	 	6.1	 	Grant of Options to Eligible Employees and Eligible Consultants	 	5
	 	6.2	 	Option Certificates	 	5
	 	6.3	 	Certain Option Terms	 	5
	 	6.4	 	Restrictions on Incentive Options	 	8
	 	6.5	 	Shareholder Privileges	 	8
	 	6.6	 	Shares Subject to Option	 	8
	
ARTICLE VII	
 	

9
	
CORPORATE REORGANIZATION; CHANGE IN CONTROL	
 	

9
	 	7.1	 	Change in Control	 	9
	 	7.2	 	Reorganization	 	9
	 	7.3	 	Required Notice	 	9
	 	7.4	 	Acceleration of Exercisability	 	10



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ARTICLE VIII	
 	

10
	
EMPLOYMENT; TRANSFERABILITY	
 	

10
	 	8.1	 	Service	 	10
	 	8.2	 	Other Employee Benefits	 	10
	 	8.3	 	Transferability	 	10
	
ARTICLE IX	
 	

11
	
GENERAL RESTRICTIONS	
 	

11
	 	9.1	 	Investment Representations	 	11
	 	9.2	 	Compliance with Securities Laws	 	11
	 	9.3	 	Changes in Accounting Rules	 	11
	
ARTICLE X	
 	

11
	
WITHHOLDING	
 	

11
	 	10.1	 	Withholding Requirement	 	11
	 	10.2	 	Withholding With Stock	 	12
	
ARTICLE XI	
 	

12
	
MISCELLANEOUS	
 	

12
	 	11.1	 	Expiration	 	12
	 	11.2	 	Amendments, Etc	 	12
	 	11.3	 	Treatment of Proceeds	 	12
	 	11.4	 	Section Headings	 	12
	 	11.5	 	Severability	 	12
	 	11.6	 	Gender and Number	 	12




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UNITEDGLOBALCOM, INC.
  1993 STOCK OPTION PLAN    
    (as amended and restated effective January 30, 2002)    
  


 
 

ARTICLE I
  
    INTRODUCTION    
  


        1.1  Establishment. United International Holdings, Inc., a Delaware corporation ("UIH"), effective June 1, 1993,
established the United International Holdings, Inc. 1993 Stock Option Plan (the "Plan") for certain employees of the Company (as defined in subsection 2.1(e)) and certain consultants to the
Company. UIH changed its name to UnitedGlobalCom, Inc. effective as of July 23, 1999. The name of the Plan has been changed accordingly, effective as of August 27, 1999, to
UnitedGlobalCom, Inc. 1993 Stock Option Plan. The Plan was assumed by New UnitedGlobalCom, Inc., now known as UnitedGlobalCom, Inc., on January 30, 2002. 


        1.2  Purposes. The purposes of the Plan are to provide those who are selected for participation in the Plan with added
incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the operations of the Company by relating
incentive compensation to increases in shareholder value, so that the income of those participating in the Plan is more closely aligned with the income of the Company's shareholders. The Plan is also
designed to provide a financial incentive that will help the Company attract, retain and motivate the most qualified employees and consultants. 


        1.3  Effective Date; Amendment. The initial effective date of the Plan was June 1, 1993. The Plan is amended and
restated, as of January 30, 2002, to incorporate all amendments since the date of the last restatement of the Plan on March 24, 2002. The provisions of the Plan, as so amended and
restated,
shall apply to any Option (as defined in subsection 2.1(l)) granted on or after January 30, 2002, and, to the extent that the provisions of this amended and restated Plan do not adversely
affect the Option, shall also apply to Options granted prior to January 30, 2002. 


 
 

ARTICLE II
  
    DEFINITIONS    
  


        2.1  Definitions. The following terms shall have the meanings set forth below: 



	(a)
	"Affiliated Corporation" means any corporation or other entity (including but not limited to a partnership) that is affiliated with
UnitedGlobalCom through stock ownership or otherwise and is treated as a common employer under the provisions of Sections 414(b) and (c) of the Code, provided, however, that for purposes of
Incentive Options granted pursuant to the Plan, an "Affiliated Corporation" means any parent or subsidiary of UnitedGlobalCom as defined in Section 424 of the Code.



	(b)
	"Board" means the Board of Directors of UnitedGlobalCom.



	(c)
	"Class A Stock" means the Class A Common Stock, $0.01 par value, of UnitedGlobalCom.



	(d)
	"Class B Stock" means the Class B Common Stock, $0.01 par value, of UnitedGlobalCom.



	(c)
	"Code" means the Internal Revenue Code of 1986, as it may be amended from time to time.



	(d)
	"Committee" means the committee appointed pursuant to Section 3.1.



	(e)
	"Company" means UnitedGlobalCom and the Affiliated Corporations. 



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	(f)
	"Disabled" or "Disability" shall have the meaning given to such terms in
Section 22(e)(3) of the Code.



	(g)
	"Eligible Consultants" means those consultants and other individuals who provide services to the Company and whose judgment, initiative
and effort are important to the Company for the management and growth of its business. For purposes of the Plan, Eligible Consultants include only those individuals who do not receive wages subject to
the withholding of federal income tax under Section 3401 of the Code. Eligible Consultants do not include the Company's directors who are not employees of the Company.



	(h)
	"Eligible Employees" means those employees (including, without limitation, officers and directors who are also employees) of the
Company, whose judgment, initiative and efforts are important to the Company for the management and growth of its business. For purposes of the Plan, an employee is an individual who wages are subject
to the withholding of federal income tax under Section 3401 of the Code. Employee shall not include any individual (1) who provides services to the Company or any subsidiary or division
thereof under an agreement, contract, or any other arrangement pursuant to which the individual is initially classified as an independent contractor or (2) whose remuneration for services has
not been treated initially as subject to the withholding of federal income tax pursuant to section 3401 of the Code even if the individual is subsequently reclassified as a common law employee
as a result of a final decree of a court of competent jurisdiction or the settlement of an administrative or judicial proceeding. Leased employees within the meaning of section 414(n) of the
Code shall not be treated as employees under this Plan.



	(i)
	"Fair Market Value" of a share of Class A Stock or Class B Stock shall be the last reported sale price of the
Class A Stock or Class B Stock, as applicable, on the NASDAQ National Market System on the day the determination is to be made, or if no sale took place on such day, the average of the
closing bid and asked prices of the Class A Stock or Class B Stock, as applicable, on the NASDAQ National Market System on such day, or if the market is closed on such day, the last day
prior to the date of determination on which the market was open for the transaction of business, as reported by the NASDAQ National Market System. If, however, the Class A Stock or the
Class B Stock is listed or admitted for trading on a national securities exchange, the Fair Market Value of a share of Class A Stock or Class B Stock shall be the last sale price
or, if no sales took place, the average of the closing bid and asked prices of the Class A Stock or the Class B Stock, as applicable, on the day the determination is to be made, or if
the market is closed on such day, the last day prior to the date of determination on which the market was open for the transaction of business, as reported in the principal consolidated transaction
reporting system for the principal national securities exchange on which the Class A Stock or Class B Stock is listed or admitted for trading. If the Class A Stock is not listed
or traded on the NASDAQ National Market System or on any national securities exchange, the Fair Market Value of the Class A Stock for purposes of the grant of Options under the Plan shall be
determined by the Committee in good faith. If the Class B Stock is not listed or traded on the NASDAQ National Market System or on any national securities exchange, the Fair Market Value of the
Class B Stock for purposes of the grant of Options under the Plan shall be equal to the Fair Market Value of the Class A Stock.



	(j)
	"Incentive Option" means an Option designated as such and granted in accordance with the requirements of Section 422 of the
Code.



	(k)
	"Non-Qualified Option" means any Option other than an Incentive Option.



	(l)
	"Option" means a right to purchase Stock at a stated or formula price for a specified period of time. Options granted under the Plan
shall be either Incentive Options or Non-Qualified Options. 



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	(m)
	"Option Certificate" shall have the meaning given to such term in Section 6.2 hereof.



	(n)
	"Option Holder" means an Eligible Employee or Eligible Consultant designated by the Committee from time to time who has been granted
one or more Options under the Plan.



	(o)
	"Option Price" means the price at which each share of Stock subject to an Option may be purchased, determined in accordance with
subsection 6.3(b).



	(p)
	"Share" means a share of Stock.



	(q)
	"UnitedGlobalCom"  means UnitedGlobalCom, Inc., a Delaware corporation, as successor in interest to UGC Holdings, Inc. formerly
known as UnitedGlobalCom, Inc., and any successor thereto.



	(r)
	"Stock" means the Class A Stock and the Class B Stock. 



 
 

ARTICLE III
  
    PLAN ADMINISTRATION    
  


        3.1  General. The Committee shall be responsible for administration of the Plan. The Committee shall consist of members of the
Board who are empowered hereunder to take actions in administration of the Plan. Members of the Committee shall be appointed from time to time by the Board, shall serve at the pleasure of the Board
and may resign at any time upon written notice to the Board. The Committee shall be so constituted that it satisfies the requirement of "disinterested administration" imposed by
Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as such rule may be amended from time to time, and each successor
applicable rule thereunder. The Committee shall determine the form or forms of the Option Certificates and other agreements with Option Holders that shall evidence the particular provisions, terms,
conditions, rights and duties of UnitedGlobalCom and the Option Holders with respect to Options granted pursuant to the Plan, which provisions need not be identical except as may be provided herein;
provided, however, that Eligible Consultants shall not be eligible to receive Incentive Options. The Committee may from time to time adopt such rules and regulations for carrying out the purposes of
the Plan as it may deem proper and in the best interests of the Company. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement
entered into hereunder in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. No member of the Committee shall be liable for any action or
determination made in good faith. The determinations, interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on
all persons. 


 
 

ARTICLE IV
  
    STOCK SUBJECT TO THE PLAN    
  



        4.1  Number of Shares. The total number of Shares as to which Options may be granted pursuant to the Plan shall be an
aggregate of 39,200,000 Shares, which may be any combination of Class A Stock or Class B Stock as the Committee shall determine in its sole discretion; provided however, that no more
than 3,000,000 Shares as to which Options may be granted may be Class B Stock. Such number shall be adjusted in accordance with the provisions of Section 4.2. Shares issued upon the
exercise of Options shall be applied to reduce the maximum number of Shares remaining available for use under the Plan. Shares underlying expired or terminated and unexercised Options are available
for grant of Options under the Plan. Shares withheld by the Company pursuant to Section 10.2 and Shares used to pay the Option Price are not available for the grant of Options under the Plan.
The Company shall at all times during the term of the Plan and while any Options are outstanding retain as authorized and 


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unissued Stock, or as treasury Stock, at least the number of Shares from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations
hereunder. 


        4.2  Adjustments for Stock Split, Stock Dividend, Etc. If UnitedGlobalCom shall at any time increase or decrease the number of
its outstanding Shares by means of payment of a stock dividend or any other distribution upon such Shares payable in Stock, or through a stock split, subdivision, consolidation, combination,
reclassification or recapitalization involving the Stock, or change in any way the rights and
privileges of such Shares, then the numbers, rights and privileges of the following shall be increased, decreased or changed in like manner as if the corresponding Shares had been issued and
outstanding, fully paid and nonassessable at the time of such occurrence: (a) the Shares as to which Options may be granted under the Plan; and (b) the Shares then subject to each
outstanding Option. Upon any occurrence described in this Section 4.2, the total Option Price under each then outstanding Option shall remain unchanged but shall be apportioned ratably over the
increased or decreased number of Shares subject to the Option. 


        4.3  Adjustments for Certain Distributions of Property. If UnitedGlobalCom shall at any time distribute with respect to its
Stock assets or securities of other persons (excluding cash dividends or distributions payable out of capital surplus and dividends or other distributions referred to in Section 4.2 or 4.4),
then the Option Price of outstanding Options shall be adjusted to reflect the fair market value of the assets or securities distributed, UnitedGlobalCom shall provide for the delivery upon exercise of
such Options of cash in an amount equal to the fair market value of the assets or securities distributed or a combination of such actions shall be taken, all as determined by the Committee in its
discretion. Fair market value of the assets or securities distributed for this purpose shall be as determined by the Committee. 


        4.4  Distributions of Capital Stock and Indebtedness. If UnitedGlobalCom shall at any time distribute with respect to its
Stock shares of its capital stock (other than Stock) or evidences of indebtedness, then a proportionate part of such capital stock and evidences of indebtedness shall be set aside for each outstanding
Option and, upon the exercise of such Option, delivered to the Option Holder. 



        4.5  No Rights as Stockholder. An Option Holder shall have none of the rights of a stockholder with respect to the Shares
subject to an Option until such Shares are transferred to the Option Holder upon the exercise of such Option. Except as provided in this Article IV, no adjustment shall be made for dividends,
rights or other property distributed to stockholders (whether ordinary or extraordinary) for which the record date is prior to the date such Shares are so transferred. 


        4.6  Fractional Shares. No adjustment or substitution provided for in this Article IV shall require UnitedGlobalCom to
issue a fractional share. The total substitution or adjustment with respect to each Option shall be limited by deleting any fractional share. 


        4.7  Determination by the Committee, Etc.  Adjustments under this Article IV shall be made by the Committee, whose
determinations with regard thereto shall be final and binding. 


 
 

ARTICLE V
  
    PARTICIPATION    
  



        5.1  In General. In accordance with the provisions of the Plan, the Committee shall, in its sole discretion, select Option
Holders from among Eligible Employees and Eligible Consultants to whom Options would be granted and shall specify the number of Shares subject to each Option and whether the Shares subject to such
Option are Class A Stock or Class B Stock subject to each Option and such other terms and conditions of each Option as the Committee may deem necessary or desirable and consistent with
the terms of the Plan. Eligible Employees shall be selected from the employees of the Company who are performing services in the management, operation and growth of the Company, and contribute, or are
expected to contribute, to the achievement of long-term corporate objectives. Eligible 


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Consultants shall be selected from the consultants and other individuals who provide services to the Company with respect to the operation and growth of the Company and who contribute, or are
expected to contribute, to the achievement of long-term corporate objectives. Eligible Employees and Eligible Consultants may be granted from time-to-time one or
more Options. The grant of each such Option shall be separately approved by the Committee, and receipt of one such Option shall not result in automatic receipt of any other Option. Upon determination
by the Committee that an Option is to be granted to an Eligible Employee or Eligible Consultant, written notice shall be given to such person, specifying the terms, conditions, rights and duties
related thereto. 


        5.2  Maximum Share Grant. The maximum number of Shares of Class A Stock and Class B Stock in the aggregate that
may be subject to all Options granted to an Option Holder in a calendar year is 5,000,000 Shares. 


 
 

ARTICLE VI
  
    STOCK OPTIONS    
  



        6.1  Grant of Options to Eligible Employees and Eligible Consultants. Coincident with or following designation for
participation in the Plan, Eligible Employees and Eligible Consultants may be granted one or more Options. The Committee in its sole discretion shall designate whether an Option is an Incentive Option
or a Non-Qualified Option. Incentive Stock Options may be granted only to Eligible Employees. The Committee may grant both an Incentive Option and a Non-Qualified Option to an
Eligible Employee at the same time or at different times. Incentive Options and Non-Qualified Options, whether granted at the same time or at different times, shall be deemed to have been
awarded in separate grants and shall be clearly identified, and in no event shall the exercise of one Option affect the right to exercise any other Option or affect the number of shares for which any
other Option may be exercised. An Option shall be considered as having been granted on the date specified in the grant resolution of the Committee. 


        6.2  Option Certificates. Each Option granted under the Plan shall be evidenced by a written stock option certificate or
agreement (an "Option Certificate") issued by UnitedGlobalCom in the name of the Option Holder and in such form as may be approved by the Committee. The Option Certificate shall incorporate and
conform to the terms and conditions set forth herein as well as such other terms and conditions that are not inconsistent as the Committee may consider appropriate in each case. 



        6.3  Certain Option Terms. Options granted pursuant to the Plan shall have terms and conditions consistent with the following
in addition to the terms and conditions set forth elsewhere herein: 



	(a)
	Number of Shares. Each Option Certificate shall state that it covers a specified number of shares of Stock and state whether the Stock
covered is Class A Stock or Class B Stock, all as determined by the Committee.



	(b)
	Price. Each Option shall have an Option Price that is determined by the Committee. Incentive Stock Options shall have an Option Price
that is equal to or greater than the Fair Market Value of the Stock on the date the Option is granted.



	(c)
	Duration of and Exercise of Options. Each Option Certificate shall state the period of time, determined by the Committee, within which
the Option may be exercised by the Option Holder (the "Option Period"). The Option Period must end, in all cases, not more than ten years from the date the Option is granted. Each Option shall become
exercisable (vest) over such period of time, as determined by the Committee.



	(d)
	Termination of Employment or Service, Death, Disability, Etc. The Committee may specify the period after which an Option may be
exercised following termination of the employment of an Eligible Employee or termination of relationship with an Eligible Consultant. The effect of 



5





 


this
subsection 6.3(d) shall be limited to determining the consequences of a termination and nothing in this subsection 6.3(d) shall restrict or otherwise interfere with the Company's discretion with
respect to the termination of any person's employment or other relationship. If the Committee does not so specify, the following shall apply: 


	(i)
	If
the employment or consulting relationship of an Option Holder by or with the Company terminates for any reason other than death or Disability within
six months after the date the Option is granted or if the employment or consulting relationship of the Option Holder by or with the Company is terminated within the Option Period for cause, as
determined by the Company, the Option shall thereafter be void for all purposes. As used in this subsection 6.3(d), "cause" shall mean a gross violation, as determined by the Company, of the Company's
established policies and procedures.



	(ii)
	If
the employment or consulting relationship of the Option Holder terminates because the Option Holder becomes Disabled within the Option Period, the
Option may be exercised by the Option Holder (or, in the case of his death after becoming disabled, by those entitled to do so under his will or by the laws of descent and distribution) within one
year following such termination (if otherwise within the Option Period), but not thereafter. In any such case, the Option may be exercised only as to the Shares as to which the Option had become
exercisable on or before the date of termination because of Disability.



	(iii)
	If
the Option Holder dies within the Option Period, while employed by the Company, while a consultant to the Company or within the three-month period
referred to in (iv) below, the Option may be exercised by those entitled to do so under his will or by the laws of descent and distribution within one year following the his death (if otherwise
within the Option Period), but not thereafter. In any such case the Option may be exercised only as to the Shares as to which the Option had become exercisable on or before the date of the Option
Holder's death.



	(iv)
	If
the employment or consulting relationship of the Option Holder by or with the Company terminates within the Option Period for any reason other than
for cause, Disability or death, and such termination occurs more than six months after the Option is granted, any Incentive Option may be exercised by the Option Holder within three months following
the date of such termination (if otherwise within the Option Period), but not thereafter, and any Non-Qualified Option may be exercised by the Option Holder within one year following the
date of such termination (if otherwise within the Option Period), but not thereafter. 






	(e)
	Consideration for Grant of Option. The Committee may require each Eligible Employee who is granted an Option to agree to remain in the
employment of the Company, at the pleasure of the Company, for a continuous period of at least six months after the date an Option is granted, at the salary rate or other compensation in effect on the
date of such agreement or at such changed rate as may be fixed, from time to time, by the Company. Nothing in this paragraph shall offset or impair the Company's right to terminate the employment of
any employee. The Committee may require each Eligible Consultant who is granted an Option to agree to comply with all of the terms and conditions or specified terms and conditions of the agreement
between such Eligible Consultant and the Company. If an Option Holder violates any such agreement, UnitedGlobalCom may, in its sole discretion, rescind the transfer of any Shares to the Option Holder
pursuant to the exercise of any portion of the Option. Upon notice of any such rescission, the Option Holder will deliver promptly to the Company certificates representing the Shares, duly endorsed
for transfer to the Company. 



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	(f)
	Exercise, Payments, Etc.
	(i)
	Manner of Exercise. The method for exercising each Option granted hereunder shall be by delivery to
UnitedGlobalCom of written notice specifying the number of Shares with respect to which such Option is exercised. The purchase of such Shares shall take place at the principal offices of
UnitedGlobalCom within thirty days following delivery of such notice, at which time the Option Price of the Shares shall be paid in full by any of the methods set forth below or a combination thereof.
Except as set forth in the next sentence, the Option shall be exercised when the Option Price for the number of shares as to which the Option is exercised is paid to UnitedGlobalCom in full. If the
Option Price is paid by means of a broker's loan transaction described in subsection 6.3(f)(ii)(D), in whole or in part, the closing of the purchase of the Stock under the Option shall take place (and
the Option shall be treated as exercised) on the date on which, and only if, the sale of Stock upon which the broker's loan was based has been closed and settled, unless the Option Holder makes an
irrevocable written election, at the time of exercise of the Option, to have the exercise treated as fully effective for all purposes upon receipt of the Option Price by UnitedGlobalCom regardless of
whether or not the sale of the Stock by the broker is closed and settled. A properly executed certificate or certificates representing the Shares shall be delivered to or at the direction of the
Option Holder upon payment therefor. If Options on less than all shares evidenced by an Option Certificate are exercised, UnitedGlobalCom shall deliver a new Option Certificate evidencing the Option
on the remaining shares upon delivery of the Option Certificate for the Option being exercised.



	(ii)
	Manner of Payment. The exercise price shall be paid by any of the following methods or any combination
of the following methods at the election of the Option Holder, or by any other method approved by the Committee upon the request of the Option Holder:



	(A)
	in
cash;



	(B)
	by
certified check, cashier's check or other check acceptable to the Company, payable to the order of UnitedGlobalCom;



	(C)
	by
delivery to UnitedGlobalCom of certificates representing the number of shares then owned by the Option Holder, the Fair Market Value of which equals the purchase price of the Stock
purchased pursuant to the Option, properly endorsed for transfer to UnitedGlobalCom; provided however, that no Option may be exercised by delivery to UnitedGlobalCom of certificates representing
Stock, unless such Stock has been held by the Option Holder for more than six months or such other period as specified by the Committee; for purposes of this Plan, the Fair Market Value of any shares
of Stock delivered in payment of the purchase price upon exercise of the Option shall be the Fair Market Value as of the exercise date; the exercise date shall be the day of delivery of the
certificates for the Stock used as payment of the Option Price; or



	(D)
	by
delivery to UnitedGlobalCom of irrevocable instructions to a broker to deliver to UnitedGlobalCom promptly the amount of the proceeds of the sale of all or a portion of the Stock
or of a loan from the broker to the Option Holder required to pay the Option Price. 












	(g)
	Date of Grant. An Option shall be considered as having been granted on the date specified in the grant resolution of the Committee. 



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	(h)
	Withholding.
	(i)
	Non-Qualified Options. Upon exercise of an Option, the Option Holder shall make appropriate
arrangements with the Company to provide for the amount of additional withholding required by Sections 3102 and 3402 of the Code and applicable state income tax laws, including payment of such taxes
through delivery of shares of Stock or by withholding Stock to be issued under the Option, as provided in Article X.



	(ii)
	Incentive Options. If an Option Holder makes a disposition (as defined in Section 424(c) of the
Code) of any Stock acquired pursuant to the exercise of an Incentive Option prior to the expiration of two years from the date on which the Incentive Option was granted or prior to the expiration of
one year from the date on which the Option was exercised, the Option Holder shall send written notice to the Company at the Company's principal place of business of the date of such disposition, the
number of shares disposed of, the amount of proceeds received from such disposition and any other information relating to such disposition as the Company may reasonably request. The Option Holder
shall, in the event of such a disposition, make appropriate arrangements with the Company to provide for the amount of additional withholding, if any, required by Sections 3102 and 3402 of the Code
and applicable state income tax laws. 







        6.4  Restrictions on Incentive Options. 



	(a)
	Initial Exercise. The aggregate Fair Market Value of the Shares with respect to which Incentive Options are exercisable for the first
time by an Option Holder in any calendar year, under the Plan or otherwise, shall not exceed $100,000. For this purpose, the Fair Market Value of the Shares shall be determined as of the date of grant
of the Option.



	(b)
	Ten Percent Stockholders. Incentive Options granted to an Option Holder who owns, directly and indirectly (within the meaning of
Section 424(d) of the Code), 10% or more of the total combined voting power of all classes of stock of UnitedGlobalCom shall have an Option Price equal to 110% of the Fair Market Value of the
Shares on the date of grant of the Option and the Option Period for any such Option shall not exceed five years. 




        6.5  Shareholder Privileges. No Option Holder shall have any rights as a shareholder with respect to any shares of Stock
covered by an Option until the Option Holder becomes the holder of record of such Stock, and no adjustments shall be made for dividends or other distributions or other rights as to which there is a
record date preceding the date such Option Holder becomes the holder of record of such Stock, except as provided in Article IV. 


        6.6  Shares Subject to Option. The Committee may in its sole and absolute discretion, amend a previously granted Option
(provided that such Option was granted after December 3, 2001) to provide that the shares of Stock covered by such Option shall be Class B Stock or that, upon exercise of the Option, the
Option Holder will be issued shares of Class B Stock in lieu of shares of Class A Stock. Such amendment may be made in whole or in part with respect to the number of shares of Stock
underlying the Option. Notwithstanding the foregoing, no such amendment shall be effective without the consent of the Option Holder. 


        All
other terms of the Option shall remain in effect. If an Option is amended pursuant to the first sentence of this section, the number of shares of Class A Stock that are no
longer covered by the Option or that were not issued upon exercise of the Option shall again be available for grant under the Plan, and the number of shares of Class B Stock that are covered by
the Option or that are issued upon exercise of the Option shall reduce the number of shares of Class B Stock available for grant under the Plan. 


8





 


 
 

ARTICLE VII
  
    CHANGE IN CONTROL; CORPORATE REORGANIZATION    
  


        7.1  Change in Control. 



	(a)
	If
a Change in Control (as defined below) occurs under (c)(i) below without the prior approval of at least a majority of the members of the Board unaffiliated with such person
or under (c)(ii) below, all Options shall become exercisable in full, regardless of whether all conditions of exercise relating to length of service have been satisfied and shall remain so,
whether or not Option Holder remains an employee or consultant of the Company.



	(b)
	If
a Change in Control (as defined below) occurs under (c)(i) below with the prior approval of at least a majority of the members of the Board unaffiliated with such person and
(i) the Option Holder's employment is terminated within six (6) months after such Change of Control or (ii) the Option Holder is assigned duties materially different in any
respect to such Option Holder's duties, authority or responsibilities prior to such Change of Control, all Options shall become exercisable in full, regardless of whether all conditions of exercise
relating to length of service have been satisfied and shall remain so, whether or not Option Holder remains an employee or consultant of the Company.



	(c)
	"Change
in Control" is deemed to have occurred if (i) a person (as such term is used in Section 13(d) of the Exchange Act) becomes the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of shares of UnitedGlobalCom having more than 50% of the total number of votes that may be cast for the election of directors of UnitedGlobalCom
and after such acquisition such person has the ability, through share ownership contract or otherwise, to elect persons constituting a majority of the Board; or (ii) individuals who constitute
the directors of UnitedGlobalCom at the beginning of a 24-month period (together with any new or replacement directors as approved by a vote of at least a majority of the members of the
Board in office immediately prior to such period and of the new and replacement directors so approved) cease to constitute at least 2/3 of all directors at any time during such period;
provided, however, any increased ownership by Liberty Media Corporation or its wholly-owned subsidiaries pursuant to the terms set forth in that certain Agreement dated as of May 25, 2001,
among UnitedGlobalCom, Liberty Media Corporation and Liberty Media International, Inc., shall not be deemed a Change in Control for purposes of this Plan. 




        7.2  Reorganization. If a Change in Control has not occurred and one of the following events has occurred and if the notice
required by Section 7.3 shall have first been given, the Plan and all Options then outstanding hereunder shall automatically terminate and be of no further force and effect whatsoever, without
the necessity for any additional notice or other action by the Board or UnitedGlobalCom: (a) the merger or consolidation of UnitedGlobalCom with or into another corporation (other than a
consolidation or merger in which UnitedGlobalCom is the continuing corporation and which does not result in any reclassification or change of outstanding shares of stock; or (b) the sale or
conveyance of the property of UnitedGlobalCom as an entirety or substantially as an entirety (other than a sale or conveyance in which UnitedGlobalCom continues as holding company of an entity or
entities that conduct the business or business formerly conducted by UnitedGlobalCom); or (c) the dissolution or liquidation of UnitedGlobalCom. 



        7.3  Required Notice. At least 30 days' prior written notice of any event described in Section 7.2 shall be
given by UnitedGlobalCom to each Option Holder, unless in the case of the events described in clauses (a) or (b) of Section 7.2, UnitedGlobalCom, or the successor or purchaser, as
the case may be, shall make adequate provision for the assumption of the outstanding Options or the substitution of new options for the outstanding Options on terms comparable to the outstanding
Options, except that the Option Holder shall have the right thereafter to purchase the kind and amount of securities or 


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property or cash receivable upon such merger, consolidation, sale or conveyance by a holder of the number of Shares that would have been receivable upon exercise of the Option immediately prior to
such merger, consolidation, sale or conveyance (assuming such holder of Stock failed to exercise any rights of election and received per share the kind and amount received per share by a majority of
the non-electing shares). The provisions of this Article VII shall similarly apply to successive mergers,
consolidations, sales or conveyances. Such notice shall be deemed to have been given when delivered personally to an Option Holder or when mailed to an Option Holder by registered or certified mail,
postage prepaid, at such Option Holder's address last known to the Company. 


        7.4  Acceleration of Exercisability. Option Holders notified in accordance with Section 7.3 may exercise their Options
at any time before the occurrence of the event requiring the giving of notice (but subject to occurrence of such event), regardless of whether all conditions of exercise relating to length of service
have been satisfied. 


 
 

ARTICLE VIII
  
    EMPLOYMENT; TRANSFERABILITY    
  


        8.1  Service. Nothing contained in the Plan or in any Option granted under the Plan shall confer upon any Option Holder any
right with respect to the continuation of his employment by, or consulting relationship with, the Company, or interfere in any way with the right of the Company, subject to the terms of any separate
employment agreement or other contract to the contrary, at any time to terminate such services or to increase or decrease the compensation of the Participant from the rate in existence at the time of
the grant of an Option. Whether an authorized leave of absence, or absence in military or government service, shall constitute a termination of service shall be determined by the Committee at the time
of its occurrence. 


        8.2  Other Employee Benefits. The amount of any compensation deemed to be received by an Option Holder as a result of the
exercise of an Option shall not constitute "earnings" with respect to which any other employee benefits of such person are determined, including without limitation benefits under any pension, profit
sharing, life insurance or salary continuation plan. 


        8.3  Transferability.



	(a)
	General Rule: No Lifetime Transfers. An Option shall not be transferable by the Option Holder except by will or pursuant to the laws of
descent and distribution. An Option shall be exercisable during the Option Holder's lifetime only by him or her, or in the event of Disability or incapacity, by his or her guardian or legal
representative. The Option Holder's guardian or legal representative shall have all of the rights of the Option Holder under this Plan.



	(b)
	InterVivos Transfer to Certain Family Members. The Committee may, however, provide at the time of grant or thereafter that the Option
Holder may transfer a Non-Qualified Option to a member of the
Option Holder's immediate family, a trust of which members of the Option Holder's immediate family are the only beneficiaries, or a partnership of which members of the Option Holder's immediate family
or trusts for the sole benefit of the Option Holder's immediate family are the only partners (the "InterVivos Transferee"). Immediate family means the Option Holder's spouse, issue (by birth or
adoption), parents, grandparents, siblings (including half brothers and sisters and adopted siblings) and nieces and nephews. No transfer shall be effective unless the Option Holder shall have
notified the Company of the transfer in writing and has furnished a copy of the documents that effect the transfer to the Company. The InterVivos Transferee shall be subject to all of the terms of
this Plan and the Option, including, but not limited to, the vesting schedule, termination provisions, and the manner in which the Option may be exercised. The Committee may require the Option Holder
and the InterVivos Transferee to enter into an appropriate agreement with the Company providing for, 



10





 


among
other things, the satisfaction of required tax withholding with respect to the exercise of the transferred Option and the satisfaction of any Stock retention requirements applicable to the
Option Holder, together with such other terms and conditions as may be specified by the Committee. Except to the extent provided otherwise in such agreement, the InterVivos Transferee shall have all
of the rights and obligations of the Option Holder under this Plan; provided that the InterVivos Transferee shall not have any Stock withheld to pay withholding taxes pursuant to Section 10.2
unless the agreement referred to in the preceding sentence specifically provides otherwise. 



	(c)
	No Transfer of ISOs. During the Option Holder's lifetime the Option Holder may not transfer an Incentive Option under any
circumstances.



	(d)
	No Assignment. No right or interest of any Option Holder in an Option granted pursuant to the Plan shall be assignable or transferable
during the lifetime of the Option Holder, either voluntarily or involuntarily, or be subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution, levy,
garnishment, attachment, pledge or bankruptcy, except as set forth above. 



 
 

ARTICLE IX 
  
    GENERAL RESTRICTIONS    
  


        9.1  Investment Representations. UnitedGlobalCom may require any person to whom an Option is granted, as a condition of
exercising such Option, to give written assurances in substance and form satisfactory to UnitedGlobalCom and its counsel to the effect that such person is acquiring the Stock for his own account for
investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as UnitedGlobalCom deems necessary or appropriate in order to comply with Federal
and applicable state securities laws. Legends evidencing such restrictions may be placed on the Stock certificates. 


        9.2  Compliance with Securities Laws. Each Option shall be subject to the requirement that, if at any time counsel to
UnitedGlobalCom shall determine that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or
approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option may not be accepted or exercised in
whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Committee. Nothing herein shall be deemed to
require UnitedGlobalCom to apply for or to obtain such listing, registration or qualification. 


        9.3  Changes in Accounting Rules. Except as provided otherwise at the time an Option is granted, notwithstanding any other
provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to Options shall occur which, in the sole judgment of the
Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to modify as necessary, any then outstanding
and unexercised Options as to which the applicable services or other restrictions have not been satisfied. 


 
 

ARTICLE X
  
    WITHHOLDING    
  


        10.1 Withholding Requirement. UnitedGlobalCom's obligations to deliver shares of Stock upon the exercise of any Option shall
be subject to the Option Holder's satisfaction of all applicable federal, state and local income and other tax withholding requirements. 


11





 

        10.2 Withholding With Stock. At the time the Committee grants an Option or at any time thereafter, it may, in its sole
discretion, grant the Option Holder an election to pay all such amounts of tax withholding, or any part thereof, by electing (a) to have UnitedGlobalCom withhold from shares otherwise issuable
to the Option Holder, shares of Stock having a value equal to the amount required to be withheld or such lesser amount as may be elected by the Option Holder; provided however, that the amount of
Stock so withheld shall not exceed the minimum amount required to be withheld under the method of withholding that results in the smallest amount of withholding, or (b) to transfer to
UnitedGlobalCom a number of shares of Stock that were acquired by the Option Holder more than six months prior to the transfer to UnitedGlobalCom and that have a value equal to the amount required to
be withheld or such lesser amount as may be elected by the Option Holder. All elections shall be subject to the approval or disapproval of the Committee. The value of shares of Stock to be withheld
shall be based on the Fair Market Value of the Stock on the date that the amount of tax to be withheld
is to be determined (the "Tax Date"). Any such elections by Option Holders to have shares of Stock withheld for this purpose will be subject to the following restrictions: 




	(a)
	All
elections must be made prior to the Tax Date.



	(b)
	All
elections shall be irrevocable.



	(c)
	If
the Option Holder is an officer or director of UnitedGlobalCom within the meaning of Section 16 of the 1934 Act ("Section 16"), the Option Holder must satisfy the
requirements of such Section 16 and any applicable Rules thereunder with respect to the use of Stock to satisfy such tax withholding obligation. 




 
 

ARTICLE XI
  
    MISCELLANEOUS    
  


        11.1 Expiration. The Plan shall terminate whenever the Board adopts a resolution to that effect. If not sooner terminated by
the Board, the Plan shall terminate and expire on June 1, 2003. After termination, no additional Options shall be granted under the Plan, but the Company shall continue to recognize Options
previously granted. 


        11.2 Amendments, Etc. The Board may from time to time amend, modify, suspend or terminate the Plan. Nevertheless, no such
amendment, modification, suspension or termination shall, without the consent of the Option Holder, impair any Option previously granted under the Plan or deprive any Option Holder of any Shares that
he may have acquired through or as a result of the Plan. 



        11.3 Treatment of Proceeds. Proceeds from the sale of Stock pursuant to Options granted under the Plan shall constitute
general funds of UnitedGlobalCom. 


        11.4 Section Headings. The section headings are included herein only for convenience, and they shall have no effect on the
interpretation of the Plan. 


        11.5 Severability. If any article, section, subsection or specific provision is found to be illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal and invalid provision had never been set
forth in the Plan. 


        11.6 Gender and Number. Except when otherwise indicated by the context, the masculine gender shall include the feminine
gender, and the definition of any term herein in the singular shall also include the plural. 


12





 



        Amended
and Restated as of January 30, 2002. 



	 	 	UNITEDGLOBALCOM, INC.

    a Delaware corporation
	

 	
 	

By:	
 	

/s/  ELLEN P. SPANGLER      
 Senior Vice President and Secretary




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QuickLinks



EXHIBIT 10.17


TABLE OF CONTENTS



UNITEDGLOBALCOM, INC. 1993 STOCK OPTION PLAN (as amended and restated effective January 30, 2002)

ARTICLE I INTRODUCTION

ARTICLE II DEFINITIONS

ARTICLE III PLAN ADMINISTRATION

ARTICLE IV STOCK SUBJECT TO THE PLAN

ARTICLE V PARTICIPATION

ARTICLE VI STOCK OPTIONS

ARTICLE VII CHANGE IN CONTROL; CORPORATE REORGANIZATION

ARTICLE VIII EMPLOYMENT; TRANSFERABILITY

ARTICLE IX GENERAL RESTRICTIONS

ARTICLE X WITHHOLDING

ARTICLE XI MISCELLANEOUS