Exhibit 10.5


 


NON-QUALIFIED STOCK OPTION NOTICE


 


[OPTIONEE]


[OPTIONEE ADDRESS]


 


 


This Option Notice (the “Notice”) dated
as of [GRANT DATE] (the “Grant Date”) is
being sent to you by NTL Incorporated (including any
successor company, the “Company”). As you are presently serving as an employee
of NTL Incorporated or one of its subsidiary corporations, in recognition of
your services and pursuant to the NTL Incorporated 2006 Stock Incentive Plan
(the “Plan”) the Company has granted you the Option provided for in this
Notice. This Option is subject to the terms and conditions set forth in the
Plan, which is incorporated herein by reference, and defined terms used but not
defined in this Notice shall have the meaning set forth in the Plan.


 


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


 


2. Vesting. This Option shall vest as to [FRACTION OR PERCENTAGE] of the shares on [FIRST VESTING DATE] and as to an additional [FRACTION OR PERCENTAGE] of the shares on each [VESTING ANNIVERSARY DATE] thereafter, until fully vested. Upon
an Acceleration Event this Option, to the extent not yet vested, shall become
100% vested.


 


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


 


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


 


5. Manner of Exercise. This Option may be exercised by
delivery to the Company of a written notice signed by the person entitled to
exercise the Option, specifying the number of shares which such person wishes
to purchase, together with a certified bank cheque or cash (or such other
manner of payment as permitted by the Plan) for the aggregate option price for
that number of shares and any required withholding (including a payment
sufficient to indemnify the Company or any subsidiary of the Company in full
against any and all liability to account for any tax, employee’s National
Insurance contributions, or duty payable and arising by reason of the exercise
of the Option) and the amount necessary to meet the employers’ National
Insurance liability referred to in paragraph 4 of this Notice.


 


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


 


 


	
   

  	
  for and on behalf of

  
	
   

  	
  NTL INCORPORATED

  
	
  

  
	
   

  	
   

  
	
   

  	
  Stephen Burch

  
	
   

  	
  President and Chief Executive Officer