Common use of Escrow and Delivery of Shares Clause in Contracts

Escrow and Delivery of Shares. (a) Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until (i) their delivery to the Grantee as set forth in Section 7(b), or (ii) their forfeiture and transfer to the Company as set forth in Section 3(b). The appointment of an independent escrow agent shall not be required. (b) Certificates (or an electronic “book entry”) representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed shall be delivered to the Grantee as soon as practicable following the Vesting Date. (c) The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to Sections 7(b) free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (d) Each stock certificate issued pursuant to Section 7(a) 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY. (e) As soon as practicable following a Vesting Date, the Company shall issue a new certificate (or electronic “book entry”) for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in Section 7(d) and shall be delivered in accordance with Sections 7(b).

Escrow and Delivery of Shares. (a) Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until until (i) their delivery to the Grantee as set forth in Section 7(b), or (ii) their forfeiture and transfer to the Company as set forth in Section 3(b). The appointment of an independent escrow agent shall not be required. (b) Certificates (or an electronic “book entry”) representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed shall be delivered to the Grantee as soon as practicable following the Vesting Date. (c) The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to Sections 7(b) free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (d) Each stock certificate issued pursuant to Section 7(a) 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY. (e) As soon as practicable following a Vesting Date, the Company shall issue a new certificate (or electronic “book entry”) for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in Section 7(d) and shall be delivered in accordance with Sections 7(b).

Escrow and Delivery of Shares. (a) Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until until (i) their delivery to the Grantee as set forth in Section 7(b6(b), or (ii) their forfeiture and transfer to the Company as set forth in Section 3(b). The appointment of an independent escrow agent shall not be required. (b) Certificates (or an electronic “book entry”) representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed shall be delivered to the Grantee as soon as practicable following the Vesting Date. (c) The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to Sections 7(b6(b) and 6(c) free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (d) Each stock certificate issued pursuant to Section 7(a6(a) 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY. (e) As soon as practicable following a Vesting Date, the Company shall issue a new certificate (or electronic “book entry”) for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in Section 7(d6(d) and shall be delivered in accordance with Sections 7(b6(b) and 6(c).

Escrow and Delivery of Shares. (a) 4.1 Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until until the earlier of (i) their delivery to the Grantee as set forth in Section 7(b)final Lapse Date (May 15, 2011) or (ii) their forfeiture and transfer the date of the Executive’s termination of employment with respect to the Company as set forth in Section 3(b). The appointment of an independent escrow agent shall not be required. (b) Certificates (or an electronic “book entry”) representing those shares of Restricted Stock that would vest on such date pursuant to the terms of the Employment Agreement (the earlier of (i) and (ii), the “Release Date”); provided, that in respect connection with any Lapse Date, the Company shall deliver to the Executive a sufficient number of which shares that have become vested on such Lapse Date with a value equal to the Transfer Restrictions Withholding Tax requirements, if any (but in no event more than 45% of such vested shares) (the “Withholding Shares”). As soon as practicable after the Release Date, the shares of Restricted Stock that have lapsed become vested pursuant to Section 3 hereof that have not previously been delivered to the Executive shall be delivered to the Grantee as soon as practicable following the Vesting Date. (c) The Grantee, Executive or the executors or administrators of the GranteeExecutive’s estate, subject to the delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares, and so long as the case may be, may Executive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock. 4.2 The Executive shall receive, hold, sell sell, or otherwise dispose of those shares of Restricted Stock delivered to him or her the Executive pursuant to Sections 7(b) Section 4.1 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. 4.3 Prior to the Release Date (d) Each or such earlier date that is applicable to the Withholding Shares), each stock certificate issued pursuant to Section 7(a) 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY. (e) As soon as practicable following a Vesting Date, This certificate and the Company shall issue a new certificate (or electronic “book entry”) for 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 which have become non-forfeitable in relation to such Vesting Date, which new certificate Agreement (or electronic the “book entryAgreement”) shall not bear between the legend set forth in Section 7(d) registered owner of the shares represented hereby and the Company. Release from such terms and conditions shall be delivered made only in accordance with Sections 7(b).the provisions of the Agreement, a copy of which is on file in the office of the Secretary of Virgin Media Inc.”

Escrow and Delivery of Shares. (a) 4.1. Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until (i) until their delivery to the Grantee or the Grantee's estate as set forth in Section 7(b)4.2 hereof, or (ii) their forfeiture and transfer subject to the Grantee's delivery of any documents which the Company in its discretion may require as set forth in Section 3(b). The appointment a condition to the issuance of an independent escrow agent shall not be requiredshares and the delivery of the shares to the Grantee or the Grantee's estate. (ba) Certificates (or an electronic “book entry”) 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 Grantee as soon as practicable following the Vesting Lapse Date, provided that the Grantee has satisfied all applicable requirements to pay Withholding Taxes with respect to the Restricted Stock. (cb) The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, Grantee may receive, hold, sell sell, or otherwise dispose of those shares of Restricted Stock delivered to him or her the Grantee pursuant to Sections 7(b) Section 4.1 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (da) Each Prior to the Lapse Date, each stock certificate issued pursuant evidencing shares of Restricted Stock as to Section 7(a) which the Transfer Restrictions have not lapsed 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT "This certificate and the shares of stock represented hereby are subject to the terms and conditions (THE “AGREEMENT”including forfeiture, restrictions against transfer and rights of repurchase, if applicable) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBYcontained 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 AGREEMENTRelease from such terms and conditions shall be made only in accordance with the provisions of the Agreement, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY.a copy of which is on file in the office of the Secretary of Telewest Global, Inc." (eb) As soon as practicable following a Vesting the Lapse Date, the Company shall issue a new certificate (or electronic “book entry”) for certificates in respect of the shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in paragraph (a) of this Section 7(d) and 4.3, which certificates shall be delivered in accordance with Sections 7(b)Section 4.2 hereof.

Escrow and Delivery of Shares. (a) 4.1 Certificates (or an “electronic “book entry” on the books of the CompanyCorporation’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company Corporation (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company Corporation may request of Grantee) and shall remain in the custody of the Company Corporation (or its stock transfer agent) until until (i) their delivery to the Grantee or his/her estate as set forth in Section 7(b)4.2 hereof, or (ii) their forfeiture and transfer to the Company Corporation as set forth in Section 3(b)3.2 hereof. The appointment of an independent escrow agent shall not be required. (a) Subject to paragraph (b) of this Section 4.2, certificates (or an electronic “book entry”) representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1 hereof shall be delivered to the Grantee as soon as practicable following the Lapse Date, subject to the application of Section 8 below. (b) Certificates (or an electronic “book entry”) representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1 upon the Grantee’s death shall be delivered to the Grantee executors or administrators of the Grantee’s estate as soon as practicable following the Vesting DateLapse Date and the Corporation’s receipt of notification of the Grantee’s death, accompanied by an official death certificate. (c) The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to Sections 7(bparagraphs (a) or (b) of this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (da) Each stock certificate issued pursuant to Section 7(a) 4.1 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT This certificate and the shares of stock represented hereby are subject to the terms and conditions applicable to Restricted Stock contained in the 2004 Stock Incentive Plan (THE the “AGREEMENTPlan”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBYand a Restricted Stock Agreement (the “Agreement”) between the Corporation and the registered owner of the shares represented hereby. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENTRelease from such terms and conditions shall be made only in accordance with the provisions of the Plan(s) and the Agreement, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANYcopies of which are on file in the office of the Secretary of the Corporation. (eb) As soon as practicable following a Vesting Lapse Date, the Company Corporation shall issue a new certificate (or electronic “book entry”) for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Lapse Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in paragraph (a) of this Section 7(d) 4.3 and shall be delivered in accordance with Sections 7(b)Section 4.2 hereof.

Escrow and Delivery of Shares. (a) 4.1 Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until until the earliest of (i) their delivery to the Grantee as set forth in Section 7(b)April 30, or 2009, (ii) their forfeiture the date of the Executive’s termination of employment with the Company and transfer its Affiliates (other than by resignation) and (iii) the date of vesting of the shares upon an Acceleration Event as provided herein (the earliest of (i), (ii) and (iii), the “Release Date”); provided, that in connection with any Lapse Date, the Company shall deliver to the Company as set forth Executive a sufficient number of shares that have become vested on such Lapse Date with a value equal to the Withholding Tax requirements, if any (but in Section 3(bno event more than 45% of such vested shares) (the “Withholding Shares”). The appointment of an independent escrow agent shall not be required. (b) Certificates (or an electronic “book entry”) representing those As soon as practicable after the Release Date, the shares of Restricted Stock in respect of which that have become vested pursuant to Section 3 hereof that have not previously been delivered to the Transfer Restrictions have lapsed Executive shall be delivered to the Grantee as soon as practicable following the Vesting Date. (c) The Grantee, Executive or the executors or administrators of the GranteeExecutive’s estate, subject to the delivery of any documents which the Company in its discretion may require as a condition to the issuance of shares, and so long as the case may be, may Executive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock. 4.2 The Executive shall receive, hold, sell sell, or otherwise dispose of those shares of Restricted Stock delivered to him or her the Executive pursuant to Sections 7(b) Section 4.1 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. 4.3 Prior to the Release Date (d) Each or such earlier date that is applicable to the Withholding Shares), each stock certificate issued pursuant to Section 7(a) 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY. (e) As soon as practicable following a Vesting Date, This certificate and the Company shall issue a new certificate (or electronic “book entry”) for 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 which have become non-forfeitable in relation to such Vesting Date, which new certificate Agreement (or electronic the “book entryAgreement”) shall not bear between the legend set forth in Section 7(d) registered owner of the shares represented hereby and the Company. Release from such terms and conditions shall be delivered made only in accordance with Sections 7(b).the provisions of the Agreement, a copy of which is on file in the office of the Secretary of Virgin Media Inc.”

Escrow and Delivery of Shares. (a) 4.1 Certificates (or an electronic “"book entry” " on the books of the Company’s Corporation's stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company Corporation (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company Corporation may request of Grantee) and shall remain in the custody of the Company Corporation (or its stock transfer agent) until until (i) their delivery to the Grantee or his/her estate as set forth in Section 7(b), 4.2 hereof or (ii) their forfeiture and transfer to the Company Corporation as set forth in Section 3(b)3.2 hereof. The appointment of an independent escrow agent shall not be required. (a) Subject to paragraph (b) Certificates of this Section 4.2, certificates (or an electronic “"book entry”") representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1 hereof shall be delivered to the Grantee as soon as practicable following the Vesting Lapse Date, subject to the application of Section 8 below. (b) Certificates (or an electronic "book entry") representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1(b) upon the Grantee's death shall be delivered to the executors or administrators of the Grantee's estate as soon as practicable following the Lapse Date and the Corporation's receipt of notification of the Grantee's death, accompanied by an official death certificate. (c) The Grantee, or the executors or administrators of the Grantee’s 's estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to Sections 7(bparagraphs (a) or (b) of this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (da) Each stock certificate issued pursuant to Section 7(a) 4.1 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT This certificate and the shares of stock represented hereby are subject to the terms and conditions applicable to Restricted Stock contained in the 2004 Stock Incentive Plan (THE “AGREEMENT”the "Plan") BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBYand a Restricted Stock Agreement (the "Agreement") between the Corporation and the registered owner of the shares represented hereby. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENTRelease from such terms and conditions shall be made only in accordance with the provisions of the Plan(s) and the Agreement, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANYcopies of which are on file in the office of the Secretary of the Corporation. (eb) As soon as practicable following a Vesting Lapse Date, the Company Corporation shall issue a new certificate (or electronic “"book entry”") for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Lapse Date, which new certificate (or electronic “"book entry”") shall not bear the legend set forth in paragraph (a) of this Section 7(d) 4.3 and shall be delivered in accordance with Sections 7(b)Section 4.2 hereof. 1. The deferred dividends shall be held by the Corporation for the account of the Grantee until the Lapse Date, at which time the dividends, with no interest thereon, shall be paid to the Grantee or her/his estate, as the case may be. Upon the forfeiture of the shares of Restricted Stock pursuant to Section 3.2, any deferred dividends shall also be forfeited to the Corporation.

Escrow and Delivery of Shares. (a) 4.1. Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until (i) until their delivery to the Grantee or the Grantee’s estate as set forth in Section 7(b)4.2 hereof, or (ii) their forfeiture and transfer subject to the Grantee’s delivery of any documents which the Company in its discretion may require as set forth in Section 3(b). The appointment a condition to the issuance of an independent escrow agent shall not be requiredshares and the delivery of shares to the Grantee or the Grantee’s estate. (ba) Certificates (or an electronic “book entry”) 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 Grantee as soon as practicable following the Vesting applicable Lapse Date, provided that the Grantee has satisfied all applicable withholding requirements with respect to the Restricted Stock. (cb) The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, Grantee may receive, hold, sell sell, or otherwise dispose of those shares of Restricted Stock delivered to him or her the Grantee pursuant to Sections 7(bparagraph (a) of this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (da) Each Prior to the applicable Lapse Date, each stock certificate issued pursuant evidencing shares of Restricted Stock as to Section 7(a) which the Transfer Restrictions have not lapsed 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT “This certificate and the shares of stock represented hereby are subject to the terms and conditions (THE including forfeiture, restrictions against transfer and rights of repurchase, if applicable) contained in the Restricted Stock Agreement (the “AGREEMENTAgreement”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBYbetween 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 AGREEMENTRelease from such terms and conditions shall be made only in accordance with the provisions of the Agreement, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANYa copy of which is on file in the office of the Secretary of NTL Incorporated.” (eb) As soon as practicable following a Vesting each applicable Lapse Date, the Company shall issue a new certificate (or electronic “book entry”) for shares certificates in respect of the Restricted Stock shares that have vested as of such Lapse Date which have become non-forfeitable in relation to such Vesting Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in paragraph (a) of this Section 7(d) and 4.3, which certificates shall be delivered in accordance with Sections 7(b)Section 4.2 hereof.

Escrow and Delivery of Shares. (a) 4.1 Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until until the earliest of (i) their delivery to the Grantee as set forth in Section 7(bfinal Lapse Date (April 30, 2009), or (xx) xxx xxxx xx xxx Xxecutive's termination of employment with the Company and its Affiliates (other than by resignation) and (iii) the date of vesting of the shares upon an Acceleration Event as provided herein (the earliest of (i), (ii) their forfeiture and transfer (iii), the "Release Date"); provided, that in connection with any Lapse Date, the Company shall deliver to the Company as set forth Executive a sufficient number of shares that have become vested on such Lapse Date with a value equal to the Withholding Tax requirements, if any (but in Section 3(bno event more than 45% of such vested shares) (the "Withholding Shares"). The appointment of an independent escrow agent shall not be required. (b) Certificates (or an electronic “book entry”) representing those As soon as practicable after the Release Date, the shares of Restricted Stock in respect of which that have become vested pursuant to Section 3 hereof that have not previously been delivered to the Transfer Restrictions have lapsed Executive shall be delivered to the Grantee Executive or the Executive's estate, subject to the delivery of any documents which the Company in its discretion may require as soon a condition to the issuance of shares, and so long as practicable following the Vesting DateExecutive has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock. (c) 4.2 The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, may Executive shall receive, hold, sell sell, or otherwise dispose of those shares of Restricted Stock delivered to him or her the Executive pursuant to Sections 7(b) Section 4.1 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. 4.3 Prior to the Release Date (d) Each or such earlier date that is applicable to the Withholding Shares), each stock certificate issued pursuant to Section 7(a) 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY. (e) As soon as practicable following a Vesting Date, "This certificate and the Company shall issue a new certificate (or electronic “book entry”) for 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 which have become non-forfeitable in relation to Agreement (the "Agreement") between the registered owner of the shares represented hereby and the Company. Release from such Vesting Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in Section 7(d) terms and conditions shall be delivered made only in accordance with Sections 7(b)the provisions of the Agreement, a copy of which is on file in the office of the Secretary of NTL Incorporated."

Escrow and Delivery of Shares. (a) 4.1 Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company Corporation (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company Corporation may request of Grantee) and shall remain in the custody of the Company Corporation (or its stock transfer agent) until until (i) their delivery to the Grantee or his/her estate as set forth in Section 7(b)4.2 hereof, or (ii) their forfeiture and transfer to the Company Corporation as set forth in Section 3(b). The appointment of an independent escrow agent shall not be required3.2 hereof. (a) Subject to paragraph (b) Certificates (or an electronic “book entry”) of this Section 4.2, certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1 hereof shall be delivered to the Grantee as soon as practicable following the Vesting Lapse Date, subject to the application of Section 8 below. (b) Certificates representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1(b) upon the Grantee's death shall be delivered to the executors or administrators of the Grantee's estate as soon as practicable following the Lapse Date and the Corporation's receipt of notification of the Grantee's death, accompanied by an official death certificate, subject to the application of Section 8 below. (c) The Grantee, or the executors or administrators of the Grantee’s 's estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to Sections 7(bparagraphs (a) or (b) of this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (da) Each stock certificate issued pursuant to Section 7(a) 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT This certificate and the shares of stock represented hereby are subject to the terms and conditions applicable to Restricted Stock contained in the 1993, 1995 and/or 1997 Stock Incentive Plans (THE “AGREEMENT”as applicable) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY(the "Plans") and a Restricted Stock Agreement (the "Agreement") between the registered owner of the shares represented hereby. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENTRelease from such terms and conditions shall be made only in accordance with the provisions of the Plan(s) and the Agreement, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANYcopies of which are on file in the office of the Secretary of the Corporation. (eb) As soon as practicable following a Vesting Lapse Date, the Company Corporation shall issue a new certificate (or electronic “book entry”) for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Lapse Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in paragraph (a) of this Section 7(d) 4.3 and shall be delivered in accordance with Sections 7(b)Section 4.2 hereof.

Escrow and Delivery of Shares. (a) 4.1 Certificates (or an “electronic “book entry” on the books of the CompanyCorporation’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company Corporation (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company Corporation may request of Grantee) and shall remain in the custody of the Company Corporation (or its stock transfer agent) until until (i) their delivery to the Grantee or his/her estate as set forth in Section 7(b)4.2 hereof, or (ii) their forfeiture and transfer to the Company Corporation as set forth in Section 3(b)3.2 hereof. The appointment of an independent escrow agent shall not be required. (a) Subject to paragraph (b) of this Section 4.2, certificates (or an electronic “book entry”) representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1 hereof shall be delivered to the Grantee as soon as practicable following the Lapse Date, subject to the application of Section 8 below. (b) Certificates (or an electronic “book entry”) representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1(b) upon the Grantee’s death shall be delivered to the Grantee executors or administrators of the Grantee’s estate as soon as practicable following the Vesting DateLapse Date and the Corporation’s receipt of notification of the Grantee’s death, accompanied by an official death certificate. (c) The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to Sections 7(bparagraphs (a) or (b) of this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (da) Each stock certificate issued pursuant to Section 7(a) 4.1 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT This certificate and the shares of stock represented hereby are subject to the terms and conditions applicable to Restricted Stock contained in the 2004 Stock Incentive Plan (THE the “AGREEMENTPlan”) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBYand a Restricted Stock Agreement (the “Agreement”) between the Corporation and the registered owner of the shares represented hereby. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENTRelease from such terms and conditions shall be made only in accordance with the provisions of the Plan(s) and the Agreement, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANYcopies of which are on file in the office of the Secretary of the Corporation. (eb) As soon as practicable following a Vesting Lapse Date, the Company Corporation shall issue a new certificate (or electronic “book entry”) for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Lapse Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in paragraph (a) of this Section 7(d) 4.3 and shall be delivered in accordance with Sections 7(b)Section 4.2 hereof. All dividends declared and paid by the Corporation on shares of Restricted Stock shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3.1. The deferred dividends shall be held by the Corporation for the account of the Grantee until the Lapse Date, at which time the dividends, with no interest thereon, shall be paid to the Grantee or her/his estate, as the case may be. Upon the forfeiture of the shares of Restricted Stock pursuant to Section 3.2, any deferred dividends shall also be forfeited to the Corporation.

Escrow and Delivery of Shares. (a) 4.1 Certificates (or an electronic “book entry” on the books of the Company’s stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Company (or its stock transfer agent) in escrow (together with any stock transfer powers which the Company may request of Grantee) and shall remain in the custody of the Company (or its stock transfer agent) until (i) until their delivery to the Grantee or the Grantee's estate as set forth in Section 7(b)4.2 hereof, or (ii) their forfeiture and transfer subject to the Grantee's delivery of any documents which the Company in its discretion may require as set forth in Section 3(b). The appointment a condition to the issuance of an independent escrow agent shall not be requiredshares and the delivery of shares to the Grantee or the Grantee's estate. (ba) Certificates (or an electronic “book entry”) 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 Grantee as soon as practicable following the Vesting applicable Lapse Date, provided that the Grantee has satisfied all applicable Withholding Tax requirements with respect to the Restricted Stock. (cb) The Grantee, or the executors or administrators of the Grantee’s estate, as the case may be, Grantee may receive, hold, sell sell, or otherwise dispose of those shares of Restricted Stock delivered to him or her the Grantee pursuant to Sections 7(bparagraph (a) of this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws. (da) Each Prior to the applicable Lapse Date, each stock certificate issued pursuant evidencing shares of Restricted Stock as to Section 7(a) which the Transfer Restrictions have not lapsed 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 APPLICABLE TO RESTRICTED STOCK CONTAINED IN A RESTRICTED STOCK AGREEMENT "This certificate and the shares of stock represented hereby are subject to the terms and conditions (THE “AGREEMENT”including forfeiture, restrictions against transfer and rights of repurchase, if applicable) BETWEEN THE COMPANY AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBYcontained 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 AGREEMENTRelease from such terms and conditions shall be made only in accordance with the provisions of the Agreement, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANYa copy of which is on file in the office of the Secretary of NTL Incorporated." (eb) As soon as practicable following a Vesting each applicable Lapse Date, the Company shall issue a new certificate (or electronic “book entry”) for shares certificates in respect of the Restricted Stock shares that have vested as of such Lapse Date which have become non-forfeitable in relation to such Vesting Date, which new certificate (or electronic “book entry”) shall not bear the legend set forth in paragraph (a) of this Section 7(d) and 4.3, which certificates shall be delivered in accordance with Sections 7(b)Section 4.2 hereof.