Exhibit 10.10


 


NTL INCORPORATED 2006 STOCK INCENTIVE
PLAN

(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 and
independent contractors of NTL Incorporated (the “Corporation”) and its
divisions and subsidiary and parent corporations and other affiliates, so that
they may acquire or increase their proprietary interest in the Corporation, and
to encourage such employees, directors and independent contractors to remain in
the employ or service of the Corporation or its affiliates and to put forth
maximum 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 Share
Awards (each as hereinafter defined).


 


2.     Definitions.


 


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


 


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


 


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


 


(2)   the
following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the date the Plan is
adopted by the Board, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Corporation) whose
appointment or election by the Board or nomination for election by the
Corporation’s stockholders was approved or recommended by a vote of at least a
majority of the directors then still in office who either were directors on the
date hereof or whose appointment, election or nomination for election was
previously so approved or recommended; or


 


(3)   there
is consummated a merger or consolidation of the Corporation or any direct or
indirect subsidiary of the Corporation with any other corporation, other than
(a) a merger or consolidation which would result in the voting securities
of the Corporation outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof) at least
50% of the combined voting power of the securities of the Corporation or such
surviving entity or any parent thereof outstanding immediately after such
merger or consolidation, or (b) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar transaction) in
which no Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Corporation (not including in the securities beneficially
owned by such Person any securities acquired directly from the Corporation)
representing 30% or more of the combined voting power of the Corporation’s then
outstanding securities; or


 


(4)   the
stockholders of the Corporation approve a plan of complete liquidation or
dissolution of the Corporation or there is consummated an agreement for the
sale or disposition by the Corporation of all or substantially all of the
Corporation’s assets, other than a sale or disposition by the Corporation of
all 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 the
stockholders of the Corporation immediately prior to such sale.


 

















 


Notwithstanding the foregoing, an “Acceleration Event”
shall not be deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following which the
record holders of the common stock of the Corporation immediately prior to such
transaction or series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of the
assets of the Corporation immediately following such transaction or series of
transactions.


 


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


 


(c)   ”Affiliated
Entity” shall have the meaning set forth in Section 4 hereof.


 


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


 


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


 


(f)    ”Beneficial Owner” shall have the meaning set forth in
Rule 13d-3 under the Exchange Act, except that a Person shall not be
deemed to be the Beneficial Owner of any securities which are properly filed on
a 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 employment
with the Corporation or a Subsidiary Corporation is subject to the terms of an
employment 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 such
employment agreement during the period that such employment agreement remains
in effect, and (b) in all other cases, the term “Cause” as used in this
Plan or any Agreement shall mean (i) an intentional failure to perform
reasonably assigned duties, (ii) dishonesty or willful misconduct in the
performance of duties, (iii) involvement in a transaction in connection
with the performance of duties to the Corporation or any of its Subsidiary
Corporations which transaction is adverse to the interests of the Corporation
or any of its Subsidiary Corporations and which is engaged in for personal
profit or (iv) willful violation of any law, rule or regulation in
connection with the performance of duties (other than traffic violations or
similar offenses).


 


(i)    ”Code” shall mean the Internal Revenue Code of 1986, as
amended, and any reference to the Code shall include all treasury regulations
promulgated thereunder.


 


(j)    ”Committee” shall have the meaning set forth in
Section 3 hereof.


 


(k)   ”Common
Stock” shall mean the common stock, par value $.01 per share, of the
Corporation.


 


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


 


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


 


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(n)   ”Fair
Market Value” per Share as of a particular date shall mean (i) if
the 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 date
or the immediately preceding date, (y) the average of the high and low sales
price for the shares in such market on such date or the immediate preceding
date or (z) if there were no such sales on the particular date, but there were
such sales of Common Stock on dates within a reasonable period both before and
after the particular date, the weighted average of the closing sale prices on
the nearest date before and nearest date after the particular date, (ii) if the
provisions of (i) of this subsection (n) are inapplicable because actual sales
are not available during a reasonable period beginning before and ending after
the particular date, the average between the bona fide bid and asked prices on
the particular date, or if none, the weighted average of the means between the
bona fide bid and asked prices on the nearest trading date before and the
nearest trading date after the particular date, if both such nearest dates are
within a reasonable period, (iii) if the provisions of (i) and (ii) of this
subsection (n) are inapplicable because no actual sale prices or bona fide bid
and asked prices are available on a date within a reasonable period before the
particular date, but such prices are available on a date within a reasonable
period after the valuation date, or vice versa, then the average between the
highest and lowest available sales prices or bid and asked prices, or (iv) if
the 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 the
particular date, such value as the Committee in its discretion may determine.


 


(o)   ”Incentive
Stock Option” shall mean an Option that is an “incentive stock
option” within the meaning of Section 422 of the Code, or any successor
provision, and that is designated in the applicable Agreement as an Incentive
Stock Option.


 


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


 


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


 


(r)   ”Parent
Corporation” 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 than
the employer corporation owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.


 


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


 


(t)    The terms “Performance
Award,” “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, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Corporation or any of its Affiliates,
(ii) a trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation or any of its subsidiaries, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the stockholders of
the Corporation in substantially the same proportions as their ownership of
stock of the Corporation.


 


(v)   ”Restricted
Stock” shall mean Shares issued or transferred to an Eligible
Individual (as defined in Section 4) pursuant to Section 7.


 


(w)  ”Restricted
Stock Unit” shall mean rights granted to an Eligible Individual (as
defined in Section 4) pursuant to Section 7 representing a number of
hypothetical Shares.


 


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


 


(y)   ”Share
Award” shall mean an Award of Shares granted pursuant to
Section 8.


 


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


 


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


 


3.     Administration.


 


The Plan shall be administered by the Compensation
Committee of the Board (the “Compensation Committee”) or such other committee
appointed either by the Board or by the Compensation Committee (the committee
that administers the Plan, the “Committee”); provided, however, to the extent
determined necessary to satisfy the requirements for exemption from
Section 16(b) of the Exchange Act with respect to the acquisition or
disposition of securities hereunder or the requirements for exemption from
Section 162(m) of the Code, action by the Committee shall be by a
subcommittee of a committee of the Board composed solely of two or more “non-employee
directors” within the meaning of Rule 16b-3 and “outside directors” as
defined in Section 162(m) of the Code, appointed by the Board or by the
Committee. Notwithstanding anything in the Plan to the contrary, to the extent
determined to be necessary to satisfy an exemption under Rule 16b-3 with
respect to a grant hereunder (and, as applicable, with respect to the
disposition to the Corporation of a security hereunder), or as otherwise
determined advisable by the Committee, the terms of such grant and disposition
under the Plan shall be subject to the approval of the Board. Any approval of
the Board, as provided in the preceding sentence, shall not otherwise limit or
restrict the authority of the Committee to make grants under the Plan.
Notwithstanding the foregoing, the mere fact that a member of the Committee
shall fail to qualify as a “non-employee director” within the meaning of
Rule 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 Committee
shall have the authority and discretion, subject to and not inconsistent with
the express provisions of the Plan, to administer the Plan and to exercise all
the powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, 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 supply
any 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 to
be granted; (6) determine the persons to whom, and the time or times at
which, Options and Awards shall be granted; (7) determine the number of
Shares to be covered by each Option and Award; (8) prescribe, amend and
rescind rules and regulations relating to the Plan; (9) determine the
terms and provisions of the Agreements (which need not be identical) entered
into in connection with Options and Awards granted under the Plan; and
(10) make all other determinations deemed necessary or advisable for the
administration of the Plan. In certain circumstances, the powers of the
Committee under the Plan may be exercised by the “independent directors” of the
Board within the meaning of NASDAQ Rule 4200(a)(15). The Committee may
delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Committee or any person
to whom it has delegated duties as aforesaid may employ one or more persons to
render advice with respect to any responsibility the Committee or such person
may have under the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or
with respect to the Plan or any Option or Award or any documents evidencing any
and all Options and Awards shall be within the sole discretion of the
Committee, may be made at any time pursuant to the Plan and shall be final,
conclusive, and binding upon all parties, including, without limitation, the
Corporation, any Affiliate, any Participant, any holder or beneficiary of any
Options and Awards, and any shareholder of the Corporation. The Board shall
fill all vacancies, however caused, in the Committee. The Board may from time
to time appoint additional members to the Committee, and may at any time remove
one or more members of the Committee and substitute others. One member of the
Committee may be selected by the Board as chairman. The Committee shall hold
its meetings at such times and places as it shall deem advisable. All
determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at any
meeting or by written consent. The Committee may appoint a secretary and make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. No member of the Board or
Committee shall be liable for 


 


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


 


4.     Eligibility.


 


Options and Awards may be granted (i) to
employees (including, without limitation, (x) officers and directors who
are employees and (y) any individual to whom a formal written offer of
employment has been extended) and directors (who are not employees) of the
Corporation, including its present or future divisions, and Subsidiary
Corporations and Parent Corporations; (ii) to employees of an affiliated
entity of the Corporation (an “Affiliated Entity”) which is designated by the
Board to participate in the Plan; and (iii) to independent contractors of
the Corporation, including its present or future divisions, Subsidiary
Corporations, Parent Corporations or Affiliated Entities ((i), (ii) and
(iii) collectively, “Eligible Individuals”). In determining the persons to
whom Options and Awards shall be granted and the number of Shares to be covered
by each Option and Award, the Committee shall take into account the duties of
the respective persons, their present and potential contributions to the
success of the Corporation and such other factors as the Committee shall deem
relevant in connection with accomplishing the purpose of the Plan. A
Participant shall be eligible to receive more than one grant of an Option or
Award during the term of the Plan, but only on the terms and subject to the
restrictions hereinafter set forth.


 


5.     Stock.


 


Shares shall be subject to Options and Awards
hereunder. Such Shares may, in whole or in part, be authorized but unissued
Shares or Shares that shall have been or that may be reacquired by the
Corporation. The aggregate number of Shares as to which Options and Awards may
be granted from time to time under the Plan shall not exceed 29,000,000, all of
which may be subject to Incentive Stock Options. The limitation established by
the preceding sentence shall be subject to adjustment as provided in
Section 6(j) and Section 9 hereof. The aggregate number of Shares
with respect to which Options and Awards may be granted to any individual
Participant during the Corporation’s fiscal year shall not exceed 4,000,000. In
the event that any portion of an outstanding Option or Award under the Plan for
any reason expires or is canceled, surrendered, exchanged, settled in cash or
otherwise terminated without having been exercised or settled for the full number
of Shares subject thereto, the Shares allocable to such portion (including, if
applicable, all shares subject to the Option or Award) shall (unless the Plan
shall have been terminated) become available for subsequent grants of Options
and Awards under the Plan. In addition, if any Option is exercised by tendering
Shares, either actually or by attestation, to the Corporation as full or
partial payment of the exercise price, the maximum number of Shares available
under 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 be
evidenced by an Agreement, which shall comply with and be subject to the
following terms and conditions:


 


(a)    Number
of Shares.    Each Agreement evidencing the
grant of an Option shall state the number of Shares to which the Option
relates.


 


(b)    Type
of Option.    Each Agreement evidencing the
grant of an Option shall specifically identify the Option as either an
Incentive Stock Option or a Nonqualified Stock Option.


 


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


 


(d)    Medium
and Time of Payment.    Options may be exercised
in whole or in part at any time during the Option period by giving written
notice 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 shall
be made in such manner as the Committee may provide in the Agreement evidencing
the grant of the Option, which may include cash (including cash equivalents,
such as by certified or bank check payable to the Corporation), delivery of
unrestricted Shares that have been owned by the Participant or, as applicable,
a permissible transferee (as provided in Section 6(i)) for at least six
months, by means of any cashless exercise procedure approved by the Committee
as permitted by law (including the withholding of Shares otherwise issuable
upon exercise), any other manner determined by the Committee as permitted by
law, or any combination of the foregoing.


 


(e)    Term
and Exercise of Options.    Options shall be
exercisable over the exercise period as and at the times and upon the
conditions that the Committee may determine, as reflected in the Agreement;
provided, however, that the Committee shall have the authority to accelerate
the exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate; provided, further,
that such exercise period of a Nonqualified Stock Option shall not exceed
eleven (11) years from the date of grant of such option; provided,
further, that such exercise period of an Incentive Stock Option shall not
exceed ten (10) years from the date of grant of such option. The exercise
period 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 which
the Option has become exercisable, by giving written notice of such exercise to
the Corporation’s Option administrator or to such individual(s) as the
Committee may from time to time designate.


 


(f)    Limitations
on Incentive Stock Options.    To the extent
that the aggregate Fair Market Value of Shares with respect to which Incentive
Stock Options are exercisable for the first time by a Participant during any
calendar year under the Plan and any other stock option plan of the Corporation
shall 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 such
Incentive Stock Option is granted. In applying the limitation in the preceding
two sentences in the case of multiple Option grants, Options which were
intended to be Incentive Stock Options shall be treated as Nonqualified Stock
Options according to the order in which they were granted such that the most
recently granted Options are first treated as Nonqualified Stock Options. No
Incentive Stock Option may be granted to an individual if, at the time of the
proposed grant, such individual owns (or is deemed to own under the Code) stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Corporation unless (1) the Option Price of such Incentive
Stock Option is at least 110% of the Fair Market Value of a Share at the time
such Incentive Stock Option is granted and (2) such Incentive Stock Option
is not exercisable after the expiration of five years from the date such
Incentive Stock Option is granted.


 


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


 


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(h)    Death,
Disability or Retirement of Participant.    Unless
otherwise provided in the Agreement, if a Participant shall die while employed
by or performing services for the Corporation or a division thereof or any
corporation which was, at the time of grant of such Option, a Subsidiary
Corporation or Parent Corporation thereof (or a corporation or a Parent or
Subsidiary Corporation of such corporation issuing or assuming the Option in a
corporate transaction) or an Affiliated Entity, or within three (3) months
after the termination of such Participant’s employment or service, other than for
Cause, or if the Participant’s employment or service shall terminate by reason
of Disability or retirement (as determined by the Committee in its sole
discretion), all Options theretofore granted to such Participant or transferred
by such Participant (as provided in Section 6(i)), to the extent otherwise
exercisable at the time of death or termination of employment or service, may,
unless earlier terminated in accordance with their terms, be exercised by the
Participant or by the Participant’s estate or by a person who acquired the
right to exercise such Option by bequest or inheritance or otherwise by reason
of the death or Disability of the Participant, or by a transferee (as provided
in 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 of
the term of the Option.


 


(i)    Nontransferability
of Options.    Unless otherwise provided in the
Agreement and except as provided in this Section 6(i), and in any event in
the case of an Incentive Stock Option, no Option granted hereunder shall be
transferable by the Participant to whom it was granted, other than by will or
the laws of descent and distribution, and the Option may be exercised during
the lifetime of such Participant only by the Participant or such Participant’s
guardian or legal representative. To the extent the Agreement so provides, and
subject to such conditions as the Committee may prescribe, a Participant may,
upon providing written notice to the General Counsel of the Corporation, elect
to transfer the Nonqualified Stock Options granted to such Participant pursuant
to such agreement, without consideration therefor, to members of his or her “immediate
family” (as defined below), to a trust or trusts maintained solely for the
benefit of the Participant and/or the members of his or her immediate family,
or to a partnership or partnerships whose only partners are the Participant
and/or the members of his or her immediate family. Any purported assignment,
alienation, pledge, attachment, sale, transfer, or encumbrance that does not
qualify as a permissible transfer under this Section 6(i) shall be
void and unenforceable against the Plan and the Corporation. For purposes of
this Section 6(i), the term “immediate family” shall mean, with respect to
a particular Participant, the Participant’s spouse, children or grandchildren,
and such other persons as may be determined by the Committee. The terms of any
such Option and the Plan shall be binding upon a permissible transferee, and
the beneficiaries, executors, administrators, heirs and successors of the
Participant and, as applicable, a permissible transferee.


 


(j)    Effect
of Certain Changes.


 


(1)    Effect of Acceleration Event.    Unless
otherwise provided in an Agreement, if there is an Acceleration Event while
unexercised Options remain outstanding under the Plan, then from and after the
date of the Acceleration Event (the “Acceleration Date”), all Options that have
not expired or terminated in accordance with the Plan or an Agreement shall be
exercisable in full, whether or not otherwise exercisable.


 


(2)    Effect of Certain Other
Changes.    Unless otherwise provided in an
Agreement, in the event of the proposed dissolution or liquidation of the
Corporation, 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 a
merger or consolidation of the Corporation with another corporation (a “Transaction”),
the Committee (1) may authorize the redemption of the unexercised portion
of 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 in
connection which such transaction, over (ii) the Option Price (and any
Option so redeemed shall terminate upon the making of such payment),
(2) may provide that the holder of each Option shall, prior to such action
or transaction (but conditioned upon the occurrence thereof), have the right to
exercise such Option (at its then Option Price) or (3) may equitably
adjust outstanding Options in such other manner as it deems appropriate.


 


(k)    Rights
as a Stockholder.    A Participant or a
transferee of an Option shall have no rights as a stockholder with respect to
any Shares covered by the Option until the date of the issuance of a stock
certificate to him for such 


 


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Shares. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distribution of other rights for which
the record date is prior to the date such stock certificate is issued, except
as provided in Section 9 hereof.


 


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


 


(a)    Restricted
Stock.    Each Award of Restricted Stock granted
pursuant to the Plan shall be evidenced by an Agreement, which shall contain
such restrictions, terms and conditions as the Committee may, in its
discretion, determine and (without limiting the generality of the foregoing)
such Agreement may require that an appropriate legend be placed on Share
certificates. Awards of Restricted Stock shall be subject to the terms and
provisions set forth below in this Section 7(a) and in Section 7(c).


 


(1)    Rights of Participant.    Shares
of Restricted Stock granted pursuant to an Award hereunder shall be issued in
the name of the Participant as soon as reasonably practicable after the Award
is granted, provided that the Participant has executed an Agreement evidencing
the Award, the appropriate blank stock powers and, in the discretion of the
Committee, an escrow agreement and any other documents which the Committee may
require as a condition to the issuance of such Shares. At the discretion of the
Committee, Shares issued in connection with an Award of Restricted Stock shall
be deposited together with the stock powers with an escrow agent (which may be
the Corporation) designated by the Committee. Unless the Committee determines
otherwise and as set forth in the Agreement, upon delivery of the Shares to the
escrow agent, the Participant shall have all of the rights of a shareholder
with respect to such Shares, including the right to vote the Shares and to
receive all dividends or other distributions paid or made with respect to the
Shares.


 


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


 


(3)    Lapse of Restrictions.


 


(i)    Generally.    Subject
to the provisions of Section 7(c), restrictions upon Shares of Restricted
Stock awarded hereunder shall lapse at such time or times and on such terms and
conditions as the Committee may determine. The Agreement evidencing the Award
shall set forth any such restrictions.


 


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


 


(4)    Treatment of Dividends.    At
the time an Award of Restricted Stock is granted, the Committee may, in its
discretion, determine that the payment to the Participant of dividends, or a
specified portion thereof, declared or paid on such Shares by the Corporation shall
be (i) deferred until the lapsing of the restrictions imposed upon such
Shares and (ii) held by the Corporation for the account of the Participant
until such time. In the event that dividends are to be deferred, the Committee
shall determine whether such dividends are to be reinvested in Shares (which
shall be held as additional Shares of Restricted Stock) or held in cash. If
deferred dividends are to be held in cash, there may be credited interest on
the amount of the account at such times and at a rate per annum as the
Committee, in its discretion, may determine. Payment of deferred dividends in
respect of Shares of Restricted Stock (whether held in cash or as additional
Shares of Restricted Stock), together with interest accrued thereon, if any, shall
be made upon the lapsing of restrictions imposed on the Shares in respect of
which the deferred dividends were paid, and any dividends deferred (together
with any interest accrued thereon) in respect of any Shares of Restricted Stock
shall be forfeited upon the forfeiture of such Shares.


 


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(5)    Delivery of Shares.    Upon
the lapse of the restrictions on Shares of Restricted Stock, the Committee
shall cause a stock certificate or evidence of book entry Shares to be
delivered to the Participant with respect to such Shares of Restricted Stock,
free of all restrictions hereunder.


 


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


 


(1)    Payment of Awards.    Each
Restricted 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 the
Committee, either (i) a number of Shares set forth in an Agreement or (ii) an
amount of cash equal to the Fair Market Value of such Shares.


 


(2)    Effect of Acceleration Event.    Unless
otherwise determined by the Committee at the time of grant and set forth in the
Agreement evidencing the Award of Restricted Stock Units, if there is an
Acceleration Event while Restricted Stock Units remain outstanding under the
Plan, all Restricted Stock Units shall become fully vested.


 


(c)    Effect
of a Termination of Employment.    The Agreement
evidencing the grant of each Award of Restricted Stock or Restricted Stock
Units shall set forth the terms and conditions applicable to such Award upon a
termination of employment with, or service as a director of, the Corporation or
a division or any Subsidiary Corporation, Parent Corporation or Affiliated
Entity, which shall be as the Committee may, in its discretion, determine at
the time the Award is granted or thereafter.


 


(d)    Effect
of a Transaction.    In the event of a
Transaction, the Awards issued hereunder shall continue in effect in accordance
with their respective terms, except that following a Transaction either
(i) each outstanding Award shall be treated as provided for in the
agreement entered into in connection with the Transaction or (ii) if not
so provided for in such agreement, each holder of an Award shall be entitled to
receive in respect of each Share subject to any outstanding Awards, as the case
may be, payment or transfer in respect of any Award, the same number and kind
of stock, securities, cash, property or other consideration that each holder of
a Share was entitled to receive in the Transaction in respect of a Share;
provided, however, that such stock, securities, cash, property, or other
consideration shall remain subject to all of the conditions, restrictions and
performance criteria which were applicable to the Awards prior to such
Transaction.


 


8.     Terms and Conditions of Share Awards.


 


The Committee may grant a Share Award to any Eligible
Individual on such terms and conditions as the Committee may determine in its
sole discretion. Share Awards may be made as additional compensation for
services rendered by the Eligible Individual or may be in lieu of cash or other
compensation 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 through
the declaration of stock or cash dividends, or recapitalization resulting in
stock splits or reverse stock splits, or combinations or exchanges of such
Shares, or other corporate actions or transactions affecting the capitalization
of the Corporation, the aggregate number of Shares available for Options and
Awards, the aggregate number of Options and Awards that may be granted to any
person in any calendar year, the number of such Shares covered by outstanding
Options and Awards, and the Option Price of outstanding Options shall be
proportionately adjusted by the Committee to reflect any increase or decrease
in the number of issued Shares so as to in the Committee’s judgment and sole
discretion prevent the diminution or enlargement of the benefits intended by
the Plan; provided, however, that any fractional Shares resulting from such
adjustment shall be rounded to the nearest whole share. In the event of any
other extraordinary corporate transaction, 


 


9

















 


including but not
limited to distributions of cash or other property to the Corporation’s
shareholders, the Committee may equitably adjust outstanding Options and Awards
as it deems appropriate.


 


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


 


10.   Compliance
with Section 162(m) of the Code.


 


(a)    Grants
of Performance Awards.    Unless otherwise set
forth in an Agreement, all Options granted under the Plan are intended to
constitute Performance Awards. In addition, the Committee may, in its sole
discretion, provide in Agreements evidencing other Awards granted to Covered
Employees under the Plan that such Awards are intended to constitute
Performance Awards; provided, however, that if the Committee determines that a
Participant to whom such an Award has been granted has ceased to be a Covered
Employee prior to settlement of such Award, such Award shall no longer be a
Performance Award and the provisions of this Section 10 shall no longer
apply to such Award.


 


(b)    Enumeration
of Performance Objectives.    Performance Awards
other than Options shall be payable solely on account of the attainment of one
or more of the following performance objectives (the “Performance Objectives”) during a
specified period of time (the “Performance
Cycle”) as designated by the Committee: (i) consolidated
earnings before or after taxes (including earnings before interest, taxes,
depreciation and amortization), (ii) net income, (iii) operating
income, (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) stock
price, (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 its
discretion, apply Performance Objectives to Options granted under the Plan.
Performance Objectives may be in respect of performance of the Company, any of
its Subsidiary Corporations, any of its divisions or any combination thereof.
Performance Objectives may be absolute or relative (to prior performance or to
the performance of one or more other entities or objective indices or
benchmarks) and may be expressed in terms of a progression within a
specific range.


 


(c)    Establishment
of Performance Objectives.    The Performance
Objectives with respect to a Performance Cycle shall be established in writing
by the Committee by the earlier of (i) the date on which 25% of the
Performance Cycle has elapsed and (ii) the date which is ninety
(90) days after the commencement of the Performance Cycle, and in any
event while satisfaction of the Performance Objectives remains substantially
uncertain.


 


(d)    Determination
of Performance.    Following the completion of
the applicable Performance Cycle and prior to the vesting or settlement of any
Performance Award granted to a Participant which is subject to Performance Objectives,
the Committee shall certify in writing the extent to which the applicable
Performance Objectives have been satisfied. To the extent set forth in the
Agreement evidencing a Performance Award, the Committee may, in its sole
discretion, reduce the amount of cash paid or number of Shares issued upon
settlement of a Performance Award.


 


(e)    Effect
of Certain Events.


 


(1)   Unless
otherwise provided by the Committee at the time the Performance Objectives in
respect of a Performance Award are established, performance with respect to a
Performance Award shall be automatically adjusted during the applicable
Performance Cycle to omit the effects of extraordinary items, gain or loss on
the disposal of a business segment, unusual or infrequently occurring events
and transactions that have been publicly disclosed and the cumulative effects
of changes in accounting principles, all as determined in accordance with
generally accepted accounting principles (to the extent applicable). In
addition, at the time of the granting of a Performance Award, or at any time
thereafter, the Committee may provide for the manner in which performance will
be measured against the Performance 


 


10

















 


Objectives (or may adjust
the Performance Objectives) to reflect the impact of specified corporate
transactions (such as a stock split or stock dividend), special charges and tax
law changes.


 


(2)   Notwithstanding
any provision of the Plan to the contrary, Performance Awards shall at all times
be administered in compliance with Section 162(m) of the Code and the
regulations promulgated thereunder. Without limiting the generality of the
preceding sentence, the Committee shall not be entitled to exercise any
discretion otherwise authorized under the Plan with respect to Performance
Awards if the ability to exercise such discretion or the exercise of such
discretion itself would cause the compensation attributable to such Awards to
fail to qualify as Performance Awards (including, without limitation, the
discretion to increase the amount of compensation payable upon the attainment
of Performance Objectives).


 


(f)    Definitions.    For
purposes of this Section 10:


 


(1)    ”Performance Award”    means
awards the compensation payable with respect to which is intended to consist of
“performance-based compensation” within the meaning of
Section 162(m)(4)(C) of the Code and the regulations promulgated
thereunder.


 


(1)    ”Covered Employee”    means
a 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 regulations
promulgated thereunder for the year in which the vesting or settlement of a
Performance Award may result in remuneration to the Participant that would not
be deductible under Section 162(m) of the Code but for the designation of
an Option or Award granted hereunder as a Performance Award.


 


11.   Agreement
by Participant Regarding Withholding Taxes.


 


The Corporation or any Subsidiary Corporation, Parent
Corporation or Affiliated Entity shall withhold from any payment of cash or
Shares to a Participant or other person under the Plan an amount sufficient to
cover any withholding taxes which may become required with respect to such
payment or shall take any other action as it deems necessary to satisfy any
income or other tax withholding requirements in respect of any Option or Award.
The Corporation or any Subsidiary Corporation, Parent Corporation or Affiliated
Entity shall have the right to require the payment of any such taxes and
require that any person furnish information deemed necessary by the Corporation
or any Subsidiary Corporation, Parent Corporation or Affiliated Entity to meet
any tax reporting obligation as a condition to exercise or before making any
payment pursuant to an Award or Option. With the approval of the Committee, a
Participant may, in satisfaction of his or her obligation to pay withholding
taxes in connection with the exercise, vesting or other settlement of an Option
or Award, elect to have withheld a portion of the Shares then issuable to him
or her having an aggregate Fair Market Value equal to the minimum amount of tax
required to be withheld. Such Shares shall be valued at their Fair Market Value
on the date on which the amount of tax to be withheld is determined. Fractional
share amounts shall be settled in cash. Such an election may be made with
respect to all or any portion of the Shares to be delivered pursuant to an
Option or Award.


 


12.   Rights
as an Employee.


 


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


 


13.   Other
Provisions.


 


The Agreements authorized under the Plan shall contain
such other provisions, including, without limitation, the imposition of
restrictions upon the exercise of an Option or the transfer of Shares
underlying an Option and the inclusion of any condition as the Committee shall
deem advisable.


 


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14.   Term
of Plan.


 


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


 


15.   Amendment
and Termination of the Plan.


 


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


 


16.   Interpretation.


 


The Plan is designed and intended, to the extent
applicable, to comply with Rule 16b-3 and all provisions hereof and to
satisfy the requirements of Section 162(m) of the Code, Section 409A
of the Code and any other applicable law and shall be construed in a manner to
so comply. Notwithstanding this or any other provision of the Plan to the
contrary, the Committee may amend the Plan in any manner, or take any other
action, that it determines, in its reasonable discretion exercised in good
faith, is necessary, appropriate or advisable to cause the Plan and Awards
granted thereunder to comply with Section 409A and any guidance issued
thereunder. Any such action, once taken, shall be deemed to be effective from
the earliest date necessary to avoid a violation of Section 409A and shall
be final, binding and conclusive on all Participants and other individuals
having or claiming any right or interest under the Plan


 


17.   Effect
of Headings.


 


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


 


18.   Regulations
and Other Approvals; Governing Law.


 


(a)   Except as to matters of federal
law, the Plan and the rights of all persons claiming hereunder shall be
construed and determined in accordance with the laws of the State of New York
without giving effect to conflicts of laws principles thereof.


 


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


 


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


 


(d)   Each Option and Award is subject
to the requirement that, if at any time the Committee determines, in its
discretion, that the listing, registration or qualification of Shares issuable
pursuant to the Plan is required by any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with, the grant
of an Option or Award or the issuance of Shares, no Options or Awards shall be
granted or payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.


 


(e)   Notwithstanding anything
contained in the Plan or any Agreement to the contrary, in the event that the
disposition of Shares acquired pursuant to the Plan is not covered by a then
current 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 the
Securities Act and Rule 144 or other 


 


12

















 


regulations
thereunder. The Committee may require any individual receiving Shares pursuant
to an Option or Award granted under the Plan, as a condition precedent to
receipt of such Shares, to represent and warrant to the Corporation in writing
that the Shares acquired by such individual are acquired without a view to any
distribution thereof and will not be sold or transferred other than pursuant to
an effective registration thereof under the Securities Act or pursuant to an
exemption applicable under the Securities Act or the rules and regulations
promulgated thereunder. The certificates evidencing any such Shares shall be
appropriately amended or have an appropriate legend placed thereon to reflect
their status as restricted securities as aforesaid.


 


19.   Effective
Date of Plan.


 


The effective date of the Plan shall be as determined
by the Board, subject only to the approval by the affirmative vote of the
holders of a majority of the securities of the Corporation present, or
represented, and entitled to vote at a meeting of stockholders duly held in
accordance with the applicable laws of the State of Delaware within twelve
(12) months of the adoption of the Plan by the Board. Such stockholder
approval was obtained on May 18, 2006. From and after May 18, 2006, no further
awards shall be granted under the Amended and Restated NTL 2004 Stock Incentive
Plan or the NTL Incorporated 2004 Stock Incentive Plan (formerly the Telewest
Global, Inc. 2004 Stock Incentive Plan).


 


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