Exhibit 10.4


 


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 a
director 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 (the “Option”). The Option is not intended to
qualify as an Incentive Stock Option under US tax laws or as an approved Option
under UK tax laws.


 


2. Vesting. The Option shall vest as to [FRACTION OR PERCENTAGE] of the shares covered thereby on [FIRST VESTING DATE] and as to an additional [FRACTION OR PERCENTAGE] of such shares on each [VESTING ANNIVERSARY DATE] thereafter until fully vested,
provided that you are employed by the Company or one of its Subsidiary
Corporations on each such vesting date. Upon an Acceleration Event this Option,
to the extent not yet vested, shall become 100% vested.


 


3. Exercise Period. Except as set forth in paragraph 2, the
Option shall stop vesting immediately upon the termination of your employment
and any portion of the Option that is not vested at the time of termination of
your employment shall immediately be forfeited and cancelled. Your right to
exercise that portion of the Option that is vested at the time of your
termination shall terminate on the earlier of the following dates: (a) three
months after the termination of your employment 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. 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 or bank check 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 or duty payable and arising by reason
of the exercise of the Option).


 


5. Transferability. Neither this Option nor any interest in
this Option may be transferred other than by will or the laws of descent or
distribution, and this Option may be exercised during your lifetime only by you
or your guardian or legal representative.


 


 


	
   

  	
  for and on behalf of

  
	
   

  	
  NTL INCORPORATED

  
	
  

  
	
   

  	
   

  
	
   

  	
  Stephen Burch

  
	
   

  	
  President and Chief Executive Officer