LIBERTY GLOBAL, INC. 2005 INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
EXHIBIT 10.2
[Series ]
LIBERTY GLOBAL, INC.
2005 INCENTIVE PLAN
2005 INCENTIVE PLAN
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made as of , 20 (the
“Grant Date”), by and between LIBERTY GLOBAL, INC., a Delaware corporation (the “Company”), and the
individual whose name, address and social security/payroll number appear on the signature page
hereto (the “Grantee”).
The Company has adopted the Liberty Global, Inc. 2005 Incentive Plan, as amended and restated
(the “Plan”), which by this reference is made a part hereof, for the benefit of eligible employees
of, and independent contractors providing services to, the Company and its Subsidiaries.
Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the
Plan.
Pursuant to the Plan, the Compensation Committee (the “Committee”) appointed by the Board
pursuant to Section 3.1 of the Plan to administer the Plan has determined that it would be in the
interest of the Company and its stockholders to award an option to Grantee, subject to the
conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee
additional remuneration for services rendered, to encourage the Grantee to continue to provide
services to the Company or its Subsidiaries and to increase the Grantee’s personal interest in the
continued success and progress of the Company.
The Company and the Grantee therefore agree as follows:
1. Definitions. The following terms, when used in this Agreement, have the following
meanings:
“Business Day” means any day other than Saturday, Sunday or a day on which banking
institutions in Denver, Colorado, are required or authorized to be closed.
“Cause” has the meaning specified for “cause” in Section 11.2(b) of the Plan.
“Close of Business” means, on any day, 5:00 p.m., Denver, Colorado time.
“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.
“Committee” has the meaning specified in the recitals to this Agreement.
“Company” has the meaning specified in the preamble to this Agreement.
“Corresponding Day” means with respect to each month, the day of that month that is the same
day of the month as the Grant Date; provided that, for any month for which there is not a day
corresponding to the Grant Date, then the Corresponding Day shall be the last day of such month.
By way of example, if the Grant Date was the 31st of December, the Corresponding Day in
June would be the 30th.
“Exercise Price” means $ per LBTY share.
“Grant Date” has the meaning specified in the preamble to this Agreement.
“Grantee” has the meaning specified in the preamble to this Agreement.
“LBTY ” means the Series common stock, par value $.01 per share, of the Company.
“Option” has the meaning specified in Section 2 of this Agreement.
“Option Shares” has the meaning specified in Section 2 of this Agreement.
“Plan” has the meaning specified in the recitals of this Agreement.
“Required Withholding Amount” has the meaning specified in Section 5 of this Agreement.
“Special Termination Period” has the meaning specified in Section 7(d) of this Agreement.
“Term” has the meaning specified in Section 2 of this Agreement.
“Termination of Service” means the Grantee’s provision of services to the Company and its
Subsidiaries as an officer, employee or independent contractor, terminates for any reason.
“Third Party Administrator” means the company that has been selected by the Company to
maintain the database of the Plan and to provide related services, including but not limited to
equity grant information, transaction processing and grantee interface.
“Year of Continuous Service” has the meaning specified in Section 7(d) of this Agreement.
2. Grant of Options. Subject to the terms and conditions herein, pursuant to the Plan, the
Company grants to the Grantee an option (the “Option”) to purchase from the Company the number of
shares of LBTY set forth on the signature page hereto (the “Option Shares”) at a purchase price
per LBTY share equal to the Exercise Price. The Option granted herein is a “Nonqualified Stock
Option”. The Option, to the extent it has become exercisable in accordance with Section 3, will be
exercisable in whole at any time or in part from time to time during the period commencing on the
Grant Date and expiring at the Close of Business on , 20 (the “Term”), subject to
earlier termination as provided in Section 7. The Exercise Price and number of Option Shares are
subject to adjustment pursuant to Section 10.
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No fractional shares of LBTY will be issuable upon exercise of an Option, and the Grantee
will receive, in lieu of any fractional share of LBTY that the Grantee otherwise would receive
upon such exercise, cash equal to the fraction representing such fractional share multiplied by the
Fair Market Value of one share of LBTY as of the date on which such exercise is considered to
occur pursuant to Section 4.
3. Conditions of Exercise. Unless otherwise determined by the Committee in its sole
discretion, the Option will be exercisable only in accordance with the conditions stated in this
Section 3.
(a) Except as otherwise provided in Section 11.1(b) of the Plan or in the last sentence
of this Section 3(a), the Option will not be exercisable until six months from the Grant
Date and may be exercised thereafter only to the extent it has become exercisable in
accordance with the following schedule:
| (i) | On the Corresponding Day in the sixth month following the Grant Date, the Option will be exercisable as to 12.5% of the Option Shares; | ||
| (ii) | On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, the Option will be exercisable as to the percentage of the Option Shares as to which the Option had previously become exercisable in accordance with this schedule plus an additional 6.25% of the Option Shares; and | ||
| (iii) | On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, the Option shall be exercisable as to 100% of the Option Shares. |
Notwithstanding the foregoing, (x) the Option will become exercisable in full on the date of
Termination of Service if the Termination of Service occurs by reason of Grantee’s death or
Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without
Cause (as determined in the sole discretion of the Committee) more than six months after the
Grant Date, the Option will become exercisable on the date of Termination of Service with
respect to the percentage of the Option Shares as to which the Option had previously become
exercisable, plus the product of (x) one-third (1/3) of the additional percentage of the
Option Shares as to which the Option would have become exercisable on the next following
date set forth in the above schedule, times (y) the number of full months of employment
completed since the most recent date of vesting specified in the foregoing schedule.
(b) To the extent the Option becomes exercisable, the Option may be exercised in whole
or in part (at any time or from time to time, except as otherwise provided herein) until
expiration of the Term or earlier termination thereof.
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(c) The Grantee acknowledges and agrees that the Committee, in its discretion and as
contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time
after the date hereof with respect to the exercise of the Option and that the exercise by
the Grantee of the Option will be subject to the further condition that such exercise is
made in accordance with all such rules and regulations as the Committee may determine are
applicable thereto.
4. Manner of Exercise. The Option will be considered exercised (as to the number of Option
Shares specified in the notice referred to in Section 4(a) below) on the latest of (i) the date of
exercise designated in the written notice referred to in Section 4(a) below, (ii) if the date so
designated is not a Business Day, the first Business Day following such date or (iii) the earliest
Business Day by which the following have occurred:
(a) The Grantee has either (i) notified the Third Party Administrator through its
website or by telephone (see Section 12) of the exercise, or (ii) submitted to the Company a
properly executed written notice of exercise in such form as the Committee may require
containing such representations and warranties as the Committee may require and designating,
among other things, the date of exercise and the number of Option Shares to be purchased;
(b) Payment of the Exercise Price for each Option Share to be purchased is made to the
Company in any (or a combination) of the following forms:
(i) cash,
(ii) certified check, cashier’s check or other check acceptable to the Company,
payable to the order of the Company,
(iii) to the extent permitted by applicable law, the delivery of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale or
loan proceeds required to pay the Exercise Price (and, if applicable the Required
Withholding Amount, as described in Section 5 below), provided that the full amount
of such payment is received by the Company,
(iv) delivery to the Company of (A) certificates duly endorsed for transfer to
the Company representing shares of a publicly traded series of Common Stock, (B)
irrevocable instructions to the Company’s stock transfer agent to transfer to the
Company shares of a publicly traded series of Common Stock held in a book entry
account with the Company’s stock transfer agent for the benefit of Grantee or (C)
evidence of transfer to the Company of shares of a publicly traded series of Common
Stock held in book-entry form through The Depository Trust Company for the benefit
of Grantee (in each case, which shares will be valued for this purpose at their Fair
Market Value on the date of exercise), provided that the shares so delivered or
transferred or as to which such transfer instructions are delivered have been held
by the Grantee for more than six months or such other period as the Committee may
specify, and/or
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(v) any other form of payment contemplated by the Plan, as the Committee may
permit;
(c) The Company has received such other documentation, if any, that the Committee may
reasonably require.
5. Mandatory Withholding for Taxes. The Grantee acknowledges and agrees that the Company will
deduct from the shares of LBTY otherwise deliverable upon exercise of the Option that number of
shares of LBTY (valued at their Fair Market Value on the date of exercise) that is equal to the
amount, if any, of all national, state and local taxes required to be withheld by the Company upon
such exercise, as determined by the Committee (the “Required Withholding Amount”). If the Grantee
elects to make payment of the Exercise Price by delivery of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds required to pay the Exercise
Price, such instructions may also include instructions to deliver the Required Withholding Amount
to the Company. In such case, the Company will notify the broker promptly of the Committee’s
determination of the Required Withholding Amount.
6. Payment or Delivery by the Company. As soon as practicable after receipt of all items
referred to in Section 4, and subject to the withholding referred to in Section 5, the Company will
deliver or cause to be delivered to or at the direction of the Grantee (i) (a) a certificate
representing the number of Option Shares purchased upon exercise of the Option, (b) a statement of
holdings reflecting the number of Option Shares purchased upon exercise of the Option and held for
the benefit of Grantee in uncertificated form by a third party service provider designated by the
Company, or (c) a confirmation of deposit into the designated broker’s account of the number of
Option Shares, in book-entry form, purchased upon exercise of the Option (including, without
limitation, any Option Shares deliverable following the completion of the cashless exercise
procedures described in Section 4(b)(iii) above), and (ii) any cash payment to which the Grantee is
entitled (a) in lieu of a fractional share of LBTY , as provided in Section 2 above, or (b)
following the requested sale of its Option Shares. Any delivery of shares of LBTY will be deemed
effected for all purposes when (i) (a) a certificate representing or statement of holdings
reflecting such shares has been delivered personally to the Grantee or, if delivery is by mail,
when the stock transfer agent of the Company has deposited the certificate or statement of holdings
in the United States mail, addressed to the Grantee, or (b) confirmation of deposit into the
designated broker’s account of such shares, in written or electronic format, is first made
available to Grantee, and (ii) any cash payment will be deemed effected when a check from the
Company, payable to or at the direction of the Grantee and in the amount equal to the amount of the
cash payment, has been delivered personally to or at the direction of the Grantee or deposited in
the United States mail, addressed to the Grantee or his or her nominee.
7. Early Termination of the Option. Unless otherwise determined by the Committee in its sole
discretion, the Option will terminate, prior to the expiration of the Term, at the time specified
below:
(a) Subject to Section 7(b), if Termination of Service occurs other than (i) by the
Company or a Subsidiary (whether for Cause or without Cause) or (ii) by reason of
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Grantee’s death or Disability, then the Option will terminate at the Close of Business
on the first Business Day following the expiration of the 90-day period which began on the
date of Termination of Service.
(b) If the Grantee dies (i) prior to Termination of Service or prior to the expiration
of a period of time following Termination of Service during which the Option remains
exercisable as provided in Section 7(a) or Section 7(c), as applicable, the Option will
terminate at the Close of Business on the first Business Day following the expiration of the
one-year period which began on the date of the Grantee’s death, or (ii) prior to the
expiration of a period of time following Termination of Service during which the Option
remains exercisable as provided in Section 7(d), the Option will terminate at the Close of
Business on the first Business Day following the expiration of (A) the one-year period which
began on the date of the Grantee’s death or (B) the Special Termination Period, whichever
period is longer.
(c) Subject to Section 7(b), if Termination of Service occurs by reason of Disability,
then the Option will terminate at the Close of Business on the first Business Day following
the expiration of the one-year period which began on the date of Termination of Service.
(d) If Termination of Service is by the Company or a Subsidiary without Cause (as
determined in the sole discretion of the Committee), the Option will terminate at the Close
of Business on the first Business Day following the expiration of the Special Termination
Period. The Special Termination Period is the period of time beginning on the date of
Termination of Service and continuing for the number of days that is equal to the sum of (a)
90, plus (b) 180 multiplied by the Grantee’s total Years of Continuous Service, provided
that the Special Termination Period will in any event expire on the second anniversary of
the date of Termination of Service. A Year of Continuous Service means a consecutive
12-month period, measured by the Grantee’s hire date (as reflected in the payroll records of
the Company or a Subsidiary) and the anniversaries of that date, during which the Grantee is
employed by the Company or a Subsidiary without interruption. For purposes of determining
the Grantee’s Years of Continuous Service, Grantee’s employment with the Company’s former
parent, Liberty Media Corporation (“LMC”), and any predecessor of the Company or LMC will be
included, provided that the Grantee’s hire date with the Company or a Subsidiary occurred
within 30 days following the Grantee’s termination of employment with LMC or such
predecessor. If the Grantee was employed by a Subsidiary at the time of such Subsidiary’s
acquisition by the Company, the Grantee’s employment with the Subsidiary prior to the
acquisition date will not be included in determining the Grantee’s Years of Continuous
Service unless the Committee, in its sole discretion, determines that such prior employment
will be included. Notwithstanding the foregoing, the business combination in which Liberty
Media International, Inc. and UnitedGlobalCom, Inc. and their respective Subsidiaries became
Subsidiaries of the Company on June 15, 2005 shall not be deemed an acquisition of any such
Subsidiary by the Company for purpose of the preceding sentence.
(e) If Termination of Service is by the Company or a Subsidiary for Cause, then the
Option will terminate immediately upon such Termination of Service.
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In any event in which the Option remains exercisable for a period of time following the date
of Termination of Service as provided above, the Option may be exercised during such period of time
only to the extent the same was exercisable as provided in Section 3 above on such date of
Termination of Service. Unless the Committee otherwise determines, neither a change of the
Grantee’s employment from the Company to a Subsidiary or from a Subsidiary to the Company or
another Subsidiary, nor a change in Grantee’s status from an independent contractor to an employee,
will be a Termination of Service for purposes of this Agreement if such change of employment or
status is made at the request or with the express consent of the Company. Unless the Committee
otherwise determines, however, any such change of employment or status that is not made at the
request or with the express consent of the Company and any change in Grantee’s status from an
employee to an independent contractor will be a Termination of Service within the meaning of this
Agreement. Notwithstanding any period of time referenced in this Section 7 or any other provision
of this Section 7 that may be construed to the contrary, the Option will in any event terminate
upon the expiration of the Term.
8. Nontransferability. During the Grantee’s lifetime, the Option is not transferable
(voluntarily or involuntarily) other than pursuant to a Domestic Relations Order and, except as
otherwise required pursuant to a Domestic Relations Order, is exercisable only by the Grantee or
the Grantee’s court appointed legal representative. The Grantee may designate a beneficiary or
beneficiaries to whom the Option will pass upon the Grantee’s death and may change such designation
from time to time by filing a written designation of beneficiary or beneficiaries with the
Committee on such form as may be prescribed by the Committee, provided that no such designation
will be effective unless so filed prior to the death of the Grantee. If no such designation is
made or if the designated beneficiary does not survive the Grantee’s death, the Option will pass by
will or the laws of descent and distribution. Following the Grantee’s death, the Option, if
otherwise exercisable, may be exercised by the person to whom such right passes according to the
foregoing and such person will be deemed the Grantee for purposes of any applicable provisions of
this Agreement.
9. No Stockholder Rights. Prior to the exercise of the Option in accordance with the terms
and conditions set forth in this Agreement, the Grantee will not be deemed for any purpose to be,
or to have any of the rights of, a stockholder of the Company with respect to any Option Shares,
nor will the existence of this Agreement affect in any way the right or power of the Company or its
stockholders to accomplish any corporate act, including, without limitation, the acts referred to
in Section 11.16 of the Plan.
10. Adjustments. The Option will be subject to adjustment (including, without limitation, as
to the number of Option Shares and the Exercise Price per share) in the sole discretion of the
Committee and in such manner as the Committee may deem equitable and appropriate in connection with
the occurrence of any of the events described in Section 4.2 of the Plan following the Grant Date.
11. Restrictions Imposed by Law. Without limiting the generality of Section 11.8 of the Plan,
the Grantee will not exercise the Option, and the Company will not be obligated to make any cash
payment or issue or cause to be issued any shares of LBTY , if counsel to the Company determines
that such exercise, payment or issuance would violate any applicable law or any rule or regulation
of any governmental authority or any rule or regulation of, or agreement
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of the Company with, any securities exchange or association upon which shares of LBTY are
listed or quoted. The Company will in no event be obligated to take any affirmative action in
order to cause the exercise of the Option or the resulting payment of cash or issuance of shares of
LBTY to comply with any such law, rule, regulation or agreement.
12. Notice. Unless the Company notifies the Grantee in writing of a different address or
procedure:
(a) any notice or other communication to the Company with respect to this Agreement
(other than a notice of exercise pursuant to Section 4 of this Agreement) will be in
writing and will be delivered personally or sent by United States first class mail, postage
prepaid, overnight courier, freight prepaid or sent by facsimile and addressed as follows:
Liberty Global, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Fax: ▇▇▇-▇▇▇-▇▇▇▇
(b) any notice of exercise pursuant to Section 4 will be made to the Third Party
Administrator, UBS Financial Services Inc., either through its UBS One Source website at
▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇ or by telephone at ▇-▇▇▇-▇▇▇-▇▇▇▇.
Any notice or other communication to the Grantee with respect to this Agreement will be in writing
and will be delivered personally, or will be sent by United States first class mail, postage
prepaid, to the Grantee’s address as listed in the records of the Company on the Grant Date, unless
the Company has received written notification from the Grantee of a change of address.
13. Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented
or amended from time to time as approved by the Committee. Without limiting the generality of the
foregoing, without the consent of the Grantee,
(a) this Agreement may be amended or supplemented from time to time as approved by the
Committee (i) to cure any ambiguity or to correct or supplement any provision herein which
may be defective or inconsistent with any other provision herein, or (ii) to add to the
covenants and agreements of the Company for the benefit of the Grantee or surrender any
right or power reserved to or conferred upon the Company in this Agreement, subject to any
required approval of the Company’s stockholders and, provided, in each case, that such
changes will not adversely affect the rights of the Grantee with respect to the Award
evidenced hereby, or (iii) to reform the Award made hereunder as contemplated by Section
11.18 of the Plan or to exempt the Award made hereunder from coverage under Section 409A, or
(iv) to make such other changes as the Company, upon advice of counsel, determines are
necessary or advisable because of the adoption or promulgation of, or change in or of the
interpretation of, any law or governmental rule or regulation, including any applicable
federal or state securities laws; and
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(b) subject to any required action by the Board or the stockholders of the Company, the
Option granted under this Agreement may be canceled by the Company and a new Award made in
substitution therefor, provided that the Award so substituted will satisfy all of the
requirements of the Plan as of the date such new Award is made and no such action will
adversely affect any Option to the extent then exercisable.
14. Grantee Employment.
(a) Nothing contained in this Agreement, and no action of the Company or the Committee with
respect hereto, will confer or be construed to confer on the Grantee any right to continue in the
employ or service of the Company or any of its Subsidiaries or interfere in any way with any right
of the Company or any Subsidiary, subject to the terms of any separate employment agreement to the
contrary, to terminate the Grantee’s employment or service at any time, with or without cause.
(b) The Award hereunder is special incentive compensation that will not be taken into account,
in any manner, as salary, earnings, compensation, bonus or benefits, in determining the amount of
any payment under any pension, retirement, profit sharing, 401(k), life insurance, salary
continuation, severance or other employee benefit plan, program or policy of the Company or any of
its Subsidiaries or any employment agreement or arrangement with the Grantee.
(c) It is a condition of the Grantee’s Award that, in the event of Termination of Service for
whatever reason, whether lawful or not, including in circumstances which could give rise to a claim
for wrongful and/or unfair dismissal (whether or not it is known at the time of Termination of
Service that such a claim may ensue), the Grantee will not by virtue of such Termination of
Service, subject to Section 3 of this Agreement, become entitled to any damages or severance or any
additional amount of damages or severance in respect of any rights or expectations of whatsoever
nature the Grantee may have hereunder or under the Plan. Notwithstanding any other provision of
the Plan or this Agreement, the Award hereunder will not form part of the Grantee’s entitlement to
remuneration or benefits pursuant to the Grantee’s employment agreement or arrangement, if any.
The rights and obligations of the Grantee under the terms of his or her employment agreement, if
any, will not be enhanced hereby.
(d) In the event of any inconsistency between the terms hereof or of the Plan and any
employment, severance or other agreement with the Grantee, the terms hereof and of the Plan shall
control.
15. Nonalienation of Benefits. Except as provided in Section 8 of this Agreement, (i) no
right or benefit under this Agreement will be subject to anticipation, alienation, sale,
assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the
same will be void, and (ii) no right or benefit hereunder will in any manner be liable for or
subject to the debts, contracts, liabilities or torts of the Grantee or other person entitled to
such benefits.
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16. Data Privacy.
(a) The Grantee’s acceptance hereof shall evidence the Grantee’s explicit and unambiguous
consent to the collection, use and transfer, in electronic or other form, of the Grantee’s personal
data by and among, as applicable, the Grantee’s employer (the “Employer”) and the Company and its
subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing
the Grantee’s participation in the Plan. The Grantee understands that the Company and the Employer
may hold certain personal information about the Grantee, including, but not limited to, the
Grantee’s name, home address and telephone number, date of birth, social insurance number or other
identification number, salary, bonus and employee benefits, nationality, job title and description,
any shares of stock or directorships or other positions held in the Company, its subsidiaries and
affiliates, details of all options, stock appreciation rights, restricted shares, restricted share
units or any other entitlement to shares of stock or other Awards granted, canceled, exercised,
vested, unvested or outstanding in the Grantee’s favor, annual performance objectives, performance
reviews and performance ratings, for the purpose of implementing, administering and managing Awards
under the Plan (“Data”).
(b) The Grantee understands that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients may be located in
the Grantee’s country or elsewhere, and that the recipients’ country (e.g. the United States) may
have different data privacy laws and protections than the Grantee’s country. The Grantee
understands that the Grantee may request a list with the names and addresses of any potential
recipients of the Data by contacting the Grantee’s local human resources representative. The
Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering and managing the
Grantee’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom the Grantee may elect to deposit any shares of
stock acquired with respect to an Award.
(c) The Grantee understands that Data will be held only as long as is necessary to implement,
administer and manage the Grantee’s participation in the Plan. The Grantee understands that the
Grantee may at any time view Data, request additional information about the storage and processing
of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing the Grantee’s local human resources representative.
The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the
Grantee’s ability to participate in the Plan. For more information on the consequences of a
refusal to consent or withdrawal of consent, the Grantee may contact the Grantee’s local human
resources representative.
17. Governing Law. This Agreement will be governed by, and construed in accordance with, the
internal laws of the State of Colorado. Each party irrevocably submits to the general jurisdiction
of the state and federal courts located in the State of Colorado in any action to interpret or
enforce this Agreement and irrevocably waives any objection to jurisdiction that such party may
have based on inconvenience of forum.
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18. Construction. References in this Agreement to “this Agreement” and the words “herein,”
“hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto. This
Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan and
shall be governed by and construed in accordance with the Plan and the administrative
interpretations adopted by the Committee thereunder. The word “include” and all variations thereof
are used in an illustrative sense and not in a limiting sense. All decisions of the Committee upon
questions regarding this Agreement will be conclusive. Unless otherwise expressly stated herein,
in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of
the Plan will control. The headings of the sections of this Agreement have been included for
convenience of reference only, are not to be considered a part hereof and will in no way modify or
restrict any of the terms or provisions hereof.
19. Duplicate Originals. The Company and the Grantee may sign any number of copies of this
Agreement. Each signed copy will be an original, but all of them together represent the same
agreement.
20. Rules by Committee. The rights of the Grantee and the obligations of the Company
hereunder will be subject to such reasonable rules and regulations as the Committee may adopt from
time to time.
21. Entire Agreement. This Agreement is in satisfaction of and in lieu of all prior
discussions and agreements, oral or written, between the Company and the Grantee regarding the
subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or
agreement not herein expressed has been made and that this Agreement contains the entire agreement
between the parties hereto with respect to the Award and replaces and makes null and void any prior
agreements between the Grantee and the Company regarding the Award. This Agreement will be binding
upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
22. Grantee Acceptance. The Grantee will signify acceptance of the terms and conditions of
this Agreement by signing in the space provided at the end hereof and returning a signed copy to
the Company. If the Grantee does not execute and return this Agreement within 60 days of the Grant
Date, the grant of the Option shall be null and void.
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Signature Page to Non-Qualified Stock Option Agreement (Series )
dated as of , 20 between Liberty Global, Inc., and Grantee
dated as of , 20 between Liberty Global, Inc., and Grantee
| LIBERTY GLOBAL, INC. | |||||
| By: | |||||
| Name: | |||||
| Title: | |||||
| ACCEPTED: | ||||||
| Grantee Name: | ||||||
| Address: | ||||||
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Grant No.
Number of
Shares of LBTY as to which Option is granted:
12