Exhibit 10.3
NTL INCORPORATED
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT, dated as of December 8, 2006, between NTL
Incorporated, a Delaware corporation (the "Company"), and Xxxxx X. Xxxx
(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.
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The Company hereby grants to the Executive, and the Executive hereby
accepts from the Company, 67,500 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.
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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").
3. Vesting and Lapse of Transfer Restrictions.
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3.1 The Transfer Restrictions on the Restricted Stock shall lapse and
the Restricted Stock granted hereunder shall vest, subject to
continued employment, as follows:
(i) as to 22,500 shares on March 15, 2007;
(ii) as to 22,500 shares on March 15, 2008; and
(iii) as to 22,500 shares on January 15, 2009.
Each of the foregoing dates is referred to in this Agreement as a
"Lapse Date".
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.
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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.
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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.
6. Voting and Dividend Rights.
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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.
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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.
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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.
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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.
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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.
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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.
12. Successors in Interest; Transfer.
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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/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
ACCEPTED AND AGREED
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
