Exhibit 10.8


 


NTL INCORPORATED


 


RESTRICTED
STOCK AGREEMENT


 


RESTRICTED STOCK AGREEMENT,
dated as of May 26, 2006, between NTL Incorporated, a Delaware corporation (the
“Company”), and Neil R. Smith (the ”Executive”).


 


WHEREAS, the Company
wishes to grant to the Executive, and the Executive wishes to accept from the
Company, shares of common stock of the Company, par value $0.01 per share (the “Restricted
Stock”), to be granted pursuant to the NTL Incorporated 2006 Stock Incentive
Plan (the “Plan”);


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


1.                                       Grant
of Restricted Stock.


 


The Company hereby grants to the Executive, and the
Executive hereby accepts from the Company, 37,500 shares of Restricted Stock on
the terms and conditions set forth in this Agreement. This Agreement is also
subject to the terms and conditions set forth in the Plan. Capitalized terms
used but not defined herein shall have the meanings set forth in the Plan.


 


2.                                       Rights of Executive.


 


Except as otherwise provided in this Agreement, the
Executive shall be entitled, at all times on and after the date that the shares
of Restricted Stock are issued, to exercise all the rights of a stockholder
with respect to the shares of Restricted Stock (whether or not the Transfer
Restrictions thereon shall have lapsed), including the right to vote the shares
of Restricted Stock and the right, subject to Section 6 hereof, to receive
dividends thereon. Notwithstanding the foregoing, prior to the Lapse Date (as
defined below), the Executive shall not be entitled to transfer, sell, pledge,
hypothecate, assign, or otherwise dispose of or encumber, the shares of
Restricted Stock (collectively, the “Transfer Restrictions”). The Executive
hereby acknowledges that the Company may set policies from time to time on
minimum stock holdings of its key executives and such policies, as in effect
from time to time, may restrict transfers of vested shares by the Executive. The
Executive agrees to comply with these policies and the Company’s insider
trading policy as in effect from time to time.


 


3.                                       Vesting
and Lapse of Transfer Restrictions.


 


3.1                                 The Transfer Restrictions on the
Restricted Stock shall lapse and the Restricted Stock granted hereunder shall
vest as follows:


 


(i)                                     as
to 25,000 shares on April 15, 2008; and


 


(ii)                                  as to 12,500 shares on April 15, 2009


 


if the performance conditions set forth on Exhibit A
hereto have been met.


 


3.2                                 Notwithstanding Section 3.1, upon the
occurrence of an Acceleration Event, the Transfer Restrictions on all of the
shares of Restricted Stock granted hereunder and then outstanding shall lapse
and such shares of Restricted Stock shall vest.


 

















 


4.                                       Escrow
and Delivery of Shares.


 


4.1                                 Certificates
representing the shares of Restricted Stock shall be issued and held by the
Company in escrow and shall remain in the custody of the Company until their
delivery to the Executive or the Executive’s estate as set forth in Section 4.2
hereof, subject to the Executive’s delivery of any documents which the Company
in its discretion may require as a condition to the issuance of shares and the
delivery of shares to the Executive or the Executive’s estate.


 


4.2                                 Certificates
representing those shares of Restricted Stock in respect of which the Transfer
Restrictions have lapsed pursuant to Section 3 hereof shall be delivered to the
Executive as soon as practicable following the Lapse Date, provided that the
Executive has satisfied all applicable Withholding Tax requirements with
respect to the Restricted Stock.


 


4.3                                 The
Executive may receive, hold, sell, or otherwise dispose of those shares
delivered to the Executive pursuant to Section 4.2 free and clear of the
Transfer Restrictions, but subject to compliance with all federal and state
securities laws.


 


4.4                                 Prior
to the Lapse Date, each stock certificate evidencing shares of Restricted Stock
shall bear a legend in substantially the following form:


 


“This certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture, restrictions against transfer and rights of repurchase, if
applicable) contained in the Restricted Stock Agreement (the “Agreement”)
between the registered owner of the shares represented hereby and the Company. Release
from such terms and conditions shall be made only in accordance with the provisions
of the Agreement, a copy of which is on file in the office of the Secretary of
NTL Incorporated.”


 


4.5                                 As
soon as practicable following the Lapse Date, the Company shall issue new
certificates in respect of the shares that have vested as of the Lapse Date
which shall not bear the legend set forth in Section 4.4, which certificates
shall be delivered in accordance with Section 4.2 hereof.


 


5.                                       Effect
of Termination of Employment for any Reason.


 


Upon termination of the Executive’s employment with the
Company and its Affiliates, if applicable, for any reason, the Executive shall
forfeit the shares of Restricted Stock which are then subject to the Transfer
Restrictions, and, from and after such forfeiture, such shares of Restricted
Stock shall cease to be outstanding and the Executive shall have no rights with
respect thereto; provided, that, if the Executive’s employment shall terminate
after the end of a fiscal year of the Company and prior to the date of the
determination as to whether the performance conditions applicable to such
fiscal year have been met, the shares of Restricted Stock subject to vesting in
respect of such fiscal year shall remain outstanding following the termination
of the Executive’s employment and shall vest or be forfeited when such
determination is made, in either case based on such determination.


 


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6.                                       Voting
and Dividend Rights.


 


All dividends declared and paid by the Company on
shares of Restricted Stock shall be deferred until the lapsing of the Transfer
Restrictions pursuant to Section 3 hereof (and shall be subject to forfeiture
upon forfeiture of the shares of Restricted Stock as to which such deferred
dividends relate). The deferred dividends shall be held by the Company for the
account of the Executive. Upon the Lapse Date, the dividends allocable to the
shares of Restricted Stock as to which the Transfer Restrictions have lapsed
shall be paid to the Executive (without interest). The Company may require that
the Executive invest any cash dividends received in additional Restricted Stock
which shall be subject to the same conditions and restrictions as the
Restricted Stock granted under this Agreement.


 


7.                                       No Right to Continued Employment.


 


Nothing in this Agreement shall be interpreted or
construed to confer upon the Executive any right with respect to continuance of
employment by the Company or any of its Affiliates, nor shall this Agreement
interfere in any way with the right of the Company or any such Affiliate to terminate
the Executive’s employment at any time.


 


8.                                       Withholding of Taxes.


 


The Executive shall pay
to the Company, or the Company and the Executive shall agree on such other
arrangements necessary for the Executive to pay, the applicable federal, state
and local income taxes required by law to be withheld (the “Withholding Taxes”),
if any, upon the vesting and delivery of the shares. The Company shall have the
right to deduct from any payment of cash to the Executive an amount equal to
the Withholding Taxes in satisfaction of the Executive’s obligation to pay
Withholding Taxes.


 


9.                                       Modification
of Agreement.


 


This Agreement may be
modified, amended, suspended or terminated, and any terms or conditions may be
waived, but only by a written instrument executed by the parties hereto.


 


10.                                 Severability.


 


Should any provision of
this Agreement be held by a court of competent jurisdiction to be unenforceable
or invalid for any reason, the remaining provisions of this Agreement shall not
be affected by such holding and shall continue in full force and effect in
accordance with their terms.


 


11.                                 Governing
Law.


 


The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of New York without giving effect to the conflicts
of laws principles thereof which might result in the application of the laws of
any other jurisdiction.


 


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12.                                 Successors in Interest;
Transfer.


 


This Agreement shall
inure to the benefit of and be binding upon any successor to the Company. This
Agreement shall inure to the benefit of the Executive’s heirs, executors,
administrators and successors. All obligations imposed upon the Executive and
all rights granted to the Company under this Agreement shall be binding upon
the Executive’s heirs, executors, administrators and successors. This Agreement
is not assignable by the Executive.


 


 


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  NTL INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan H. Hall

  	
   

  
	
   

  	
  Name:

  	
  Bryan H Hall

  
	
   

  	
  Title:

  	
  Secretary and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED

  	
   

  
	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ Neil R. Smith

  	
   

  	
   

  
	
  Name:

  	
  Neil R. Smith

  	
   

  	
   

  
							



 


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Exhibit A


 


Performance Conditions


 


The satisfactory
performance of the Executive in his role as Integration Director as determined
by the Chief Executive Officer and the Compensation Committee.


 


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