Exhibit 10.4
AMENDMENT TO RESTRICTED STOCK AGREEMENT
THIS AMENDMENT TO RESTRICTED STOCK AGREEMENT (the "Amendment"), dated
as of , 2005, by and between Telewest Global, Inc., a Delaware
corporation (the "Company"), and (the "Grantee");
WHEREAS, the Grantee has previously been awarded shares of Restricted
Stock pursuant to the Restricted Stock Agreement, dated as of January 20,
2005, to which the Grantee and the Company are parties (the "Restricted
Stock Agreement"); and
WHEREAS, the parties intend hereby to amend the Restricted Stock
Agreement to provide additional protection to the Grantee in the event of
an Acceleration Event (as defined below);
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Restricted Stock Agreement, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Section 3.1 of the Restricted Stock Agreement is hereby deleted and the
following is inserted therefor:
Subject to Sections 3.2 and 5 hereof, the Transfer Restrictions on
the Restricted Stock shall lapse and the Restricted Stock granted
hereunder shall vest in full on the earlier of (i) the second
anniversary of the Grant Date and (ii) the termination of the
Grantee's employment (x) by the Company and its Affiliates other than
for Cause, (y) by reason of the Grantee's death or Disability or (z)
following an Acceleration Event, by the Grantee for Good Reason.
For purposes of this Agreement, "Good Reason" shall mean in the
absence of the written consent of the Grantee (w) any reduction in
the Grantee's compensation and employee benefits such that the
compensation and employee benefits to which the Grantee is entitled,
in the aggregate, following such reduction are no longer
substantially similar to the compensation and employee benefits
provided to him or her immediately prior to the Acceleration Event
(in each case excluding equity compensation), (x) the assignment to
the Grantee of substantial duties which the Grantee can demonstrate
(i) are outside any area of such Grantee's recent professional
responsibilities within the Company or (ii) do not offer any
opportunity for contribution to advancing the business objectives of
the Company or its ultimate parent (following any Acceleration Event)
or (iii) are intended by the Company or its ultimate parent
(following any Acceleration Event) to cause the Grantee to resign his
or her employment, (y) any requirement that the Grantee (1) be based
anywhere more than 150 miles from the office where the Grantee is
located immediately prior to the Acceleration Event or (2) travel on
Company business to an extent substantially greater than the
Grantee's travel obligations immediately prior to the Acceleration
Event or (z) the failure of the Company or its ultimate parent
(following any Acceleration Event) to require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the
Company or its ultimate parent to assume expressly and agree to be
bound by this Agreement in the same manner and to the same extent
that the Company or its ultimate parent (following any Acceleration
Event) would be bound if no such succession had taken place. For the
avoidance of doubt, the parties hereto understand that neither a
change in the Grantee's reporting responsibilities nor the
termination of the Grantee's responsibilities relating to the
management and operation of a public company shall by itself
constitute Good Reason.
2. Incorporation of the Amendment into the Restricted Stock Agreement. This
Amendment shall, upon its execution and delivery by the parties, constitute
an amendment of the Restricted Stock Agreement and shall be deemed
incorporated into the Restricted Stock Agreement as if fully set forth
therein. Except as modified by the Amendment, the Restricted Stock
Agreement shall remain in full force and effect in accordance with its
terms. This Amendment and the Restricted Stock Agreement constitute the
entire agreement and supersede all prior agreements and understandings,
oral and written, between the parties hereto with respect to the subject
matter hereof and thereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Restricted Stock Agreement or in
the Plan, as applicable.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by authority of the Compensation Committee of its Board of
Directors, and the Grantee has hereunto set the Grantee's hand, on the day
and year first above written.
TELEWEST GLOBAL, INC.
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By:
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Its:
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