8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

___________________________________

April 28, 2005

Date of Report (Date of earliest event reported)

___________________________________

NTL Incorporated

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	000-22616 (Commission File Number)	52-1822078 (IRS Employer Identification No.)
909 Third Avenue, Suite 2863, New York, New York 10022 (Address of principal executive offices) (Zip Code)

(212) 906-8440

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On April 28, 2005, NTL Incorporated (the “Company”) granted stock options and restricted stock units to its executive officers. These grants were part of a new round of long term incentives for approximately 130 executives under the NTL 2004 Stock Incentive Plan. The Company’s compensation committee determined that it would be appropriate and in the best interests of the Company and its shareholders to provide these new long term incentives in order to provide management with financial incentives to remain with the Company beyond 2005, when the Company’s existing Long Term Incentive Plan will expire, and to continue to contribute to the success of the Company and its businesses.

The number of stock options granted to these executives was based on a value of underlying shares equal to fifty percent of the executives’ current annual base salaries. The options have a 10-year term and will vest, subject to continued employment, in 20% increments on each of January 1, 2006, 2007, 2008, 2009 and 2010. The options do not accelerate in the event of a change in control of the Company.

The Company also granted restricted stock units to these executives. The number of restricted stock units granted to the executives has an aggregate value equal to fifty percent of the executives’ current annual base salaries. Each restricted stock unit represents a contractual right to receive, upon vesting, one share of common stock or cash equal to the value of one share of common stock on the vesting date. The restricted stock units will vest if (1) the Company meets certain cash flow targets based on its long term model in respect of the period from January 1, 2005 through December 31, 2007 and (2) the executive remains continuously employed through the payment date (which will not be later than April 30, 2008). If the performance targets are not met, or if the executive’s employment terminates prior to the payment date, the restricted stock units will be forfeited. The restricted stock units do not accelerate in the event of a change in control of the Company.

The following chart sets forth the number of stock options and restricted stock units granted to each of the Company’s executive officers.

Name of Executive	Number of Stock Options	Number of Restricted Stock Units
Bryan H. Hall, Secretary and General Counsel	12,905	4,486
Robert C. Gale, Vice President—Controller	6,645	2,310

The Company intends to grant options and restricted stock units on the same terms and conditions described above to Simon P. Duffy, the Company’s chief executive officer, and Jacques Kerrest, the Company’s chief financial officer, but to date has not done so.

The foregoing summary is qualified in its entirety by the text of the applicable grant agreements, copies of which are attached as exhibits to this report.

Item 9.01. Exhibits

Exhibit	Description
10.1	Form of Non-Qualified Stock Option Notice (to be used for Mr. Gale)
10.2	Form of Incentive Stock Option Notice (to be used for Mr. Hall)
10.3	Form of Restricted Stock Unit Agreement (to be used for Mr. Gale and Mr. Hall)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 4, 2005

	NTL INCORPORATED
By:	/s/ Bryan H. Hall
	Name:  Bryan H. Hall Title:    Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Form of Non-Qualified Stock Option Notice (to be used for Mr. Gale)
10.2	Form of Incentive Stock Option Notice (to be used for Mr. Hall)
10.3	Form of Restricted Stock Unit Agreement (to be used for Mr. Gale and Mr. Hall) EX-10.1 2 exh10_1.htm NON-QUALIFIED STOCK OPTION NOTICE Exhibit 10.1 NON-QUALIFIED STOCK OPTION NOTICE [name] [address] This Option Notice (the “Notice”)dated as of April 28, 2005 (the “Grant Date”) is being sent to you by NTL Incorporated (including any successor company, the “Company”). As you are presently serving as an employee of NTL Incorporated or one of its subsidiary corporations, in recognition of your services and pursuant to the Amended and Restated NTL 2004 Stock Incentive Plan (the “Plan”) the Company has granted you the Option provided for in this Notice. The Option is subject to the terms and conditions set forth in the Plan, which is incorporated herein by reference, and defined terms used but not defined in this Notice shall have the meaning set forth in the Plan. 1. Grant of Option. The Company hereby irrevocably grants to you, as of the Grant Date, an option to purchase up to [number] shares of the Company’s Common Stock at a price of $63.86 per share. This Option is not intended to qualify as an Incentive Stock Option under US tax laws and it is not intended to qualify as an approved Option under UK or Irish tax laws. 2. Vesting. This Option shall vest as to 20% of the shares on January 1, 2006 and as to an additional 20% of the shares on each January 1 thereafter, until fully vested. Notwithstanding Section 6(j)(1) of the Plan, this Option shall not vest or become exercisable upon the occurrence of an Acceleration Event. 3. Exercise Period. Generally, this Option may not be exercised unless you are at the time of exercise an employee of the Company, a subsidiary corporation or a parent corporation and unless you have remained continuously so employed since the Grant Date. This Option shall stop vesting immediately upon the termination of your employment and your right to exercise the Option, to the extent vested, shall terminate on the earlier of the following dates: (a) three months after your termination other than for Cause; (b) one year after your termination resulting from your retirement, disability or death; (c) the date on which your employment is terminated for Cause; or (d) April 27, 2015. 4. Condition to Exercise. This Option may not be exercised in any circumstances unless and until the Company is satisfied that you have entered into a binding election in the form prescribed by the Company (the “Election”) pursuant to which you assume liability for the whole of the employers’ national insurance contributions due in respect of share option gains arising from this Option. 5. Manner of Exercise. This Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified or bank cheque or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any income tax, employee’s national insurance contributions or duty payable and arising by reason of the exercise of the Option) and the amount necessary to meet the employers’ national insurance contributions referred to in paragraph 4 of this Notice. 6. Transferability. Neither this Option nor any interest in this Option may be transferred other than by will or the laws of descent or distribution. for and on behalf of NTL INCORPORATED Simon Duffy Chief Executive Officer EX-10.2 3 exh10_2.htm INCENTIVE STOCK OPTION AGMT Exhibit 10.2 INCENTIVE STOCK OPTION NOTICE [name] [address] This Option Notice (the “Notice”)dated as of April 28, 2005 (the “Grant Date”) is being sent to you by NTL Incorporated (including any successor company, the “Company”). As you are presently serving as an employee of NTL Incorporated or one of its Subsidiary Corporations, in recognition of your services and pursuant to the Amended and Restated NTL 2004 Stock Incentive Plan (the “Plan”), the Company has granted you the Option provided for in this Notice. The Option is subject to the terms and conditions set forth in the Plan, which is incorporated herein by reference, and defined terms used but not defined in this Notice shall have the meaning set forth in the Plan. 1. Grant of Option. The Company hereby irrevocably grants to you, as of the Grant Date, an option to purchase up to [number] shares of the Company’s Common Stock at a price of $63.86 per share. This Option is intended to qualify as an Incentive Stock Option under U.S. tax laws and the Company will treat it as such to the extent permitted by applicable law. 2. Vesting. This Option shall vest as to 20% of the shares on January 1, 2006 and as to an additional 20% of the shares on each January 1 thereafter until fully vested. Notwithstanding Section 6(j)(1) of the Plan, this Option shall not vest or become exercisable upon the occurrence of an Acceleration Event. 3. Exercise Period. Generally, this Option may not be exercised unless you are at the time of exercise an employee of the Company, a subsidiary corporation or a parent corporation and unless you have remained continuously so employed since the Grant Date. This Option shall stop vesting immediately upon the termination of your employment and your right to exercise the Option, to the extent vested, shall terminate on the earlier of the following dates: (a) three months after your termination other than for Cause; (b) one year after your termination resulting from your retirement, disability or death; (c) the date on which your employment is terminated for Cause; or (d) April 27, 2015. 4. Manner of Exercise. This Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified or bank check or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any tax or duty payable and arising by reason of the exercise of the Option). 5. Transferability. Neither this Option nor any interest in this Option may be transferred other than by will or the laws of descent or distribution. for and on behalf of NTL INCORPORATED Simon Duffy Chief Executive Officer EX-10.3 4 exh10_3.htm RESTRICTED STOCK UNIT AGREEMENT Exhibit 10.3 NTL INCORPORATED Restricted Stock Unit Agreement This AGREEMENT (this “Agreement”) is made and entered into as of _________ (“Grant Date”) by and between NTL Incorporated, a Delaware corporation (the “Corporation”), and _________ (the “Employee”). 1.          Grant of Restricted Stock Units. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Corporation’s Amended and Restated 2004 NTL Stock Incentive Plan (the “Plan”), the Corporation hereby grants to the Employee _________ Restricted Stock Units. Unless the context otherwise requires, terms used but not defined herein shall have the same meaning as in the Plan. 2. Vesting of Restricted Stock Units. (a)        Vesting Schedule. Except as otherwise provided in this Agreement, the Restricted Stock Units shall become non-forfeitable if (i) the Performance Condition set out in Exhibit A has been met and (ii) the Employee has remained in the continuous employ of the Corporation from the Grant Date through the date on which the Restricted Stock Units are settled pursuant to Section 4 hereof. (b)        No Accelerated Vesting. Notwithstanding Section 7(b)(2) of the Plan, the Restricted Stock Units shall not vest or become non-forfeitable upon the occurrence of an Acceleration Event. (c)        Continuous Employment. For purposes of this Agreement, the continuous employment of the Employee with the Corporation shall include employment with a Subsidiary Corporation, Parent Corporation or Affiliated Entity, and shall not be deemed to have been interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Corporation by reason of the transfer of the Employee’s employment among the Corporation, a Subsidiary Corporation, Parent Corporation or Affiliated Entity. 3. Forfeiture of Restricted Stock Units. (a)        Any Restricted Stock Units that have not theretofore become non-forfeitable shall be forfeited if the Employee ceases to be continuously employed by the Corporation prior to the date on which the Restricted Stock Units are settled pursuant to Section 4 hereof. In the event of a forfeiture, forfeited Restricted Stock Units shall cease to be outstanding and the Employee shall cease to have right, title or interest in, to or on account of the forfeited Restricted Stock Units or any underlying shares of Common Stock. (b)        For the purposes of this Agreement, where the Employee ceases to hold an office or employment with the Corporation because his employment is terminated by his employer without notice or where he terminates his employment with or without notice, his employment shall be deemed to cease on the date on which the termination takes effect or, if earlier, the date of giving notice. If the Employee’s employment is terminated by his employer with notice his employment shall be deemed to cease on the date when such notice expires. 4.Settlement of Restricted Stock Units. If the Restricted Stock Units become non-forfeitable, each such Restricted Stock Unit shall entitle the Employee to one share of Common Stock or, in the discretion of the Committee and with the consent of the Employee, an amount of cash equal to the Fair Market Value of one share of Common Stock determined as of the date on which such Restricted Stock Units become non-forfeitable. Settlement of the Restricted Stock Units shall occur on the “Prescribed Date” as nominated by the Committee. The Prescribed Date shall be a date on or after the date on which the Corporation’s annual statutory accounts for the accounting period ending December 31, 2007 are published but shall not, in any event, be a date later than April 30, 2008. In determining the Prescribed Date, the Committee shall take into account closed trading periods for the Common Stock and the Corporation’s Insider Trading Policy. If settlement is made in the form of shares of Common Stock, such shares shall be evidenced by book entry registration or by a certificate registered in the name of the Employee. 5.Dividend, Voting and Other Rights. The Employee shall have none of the rights of a shareholder with respect to any shares of Common Stock underlying the Restricted Stock Units, including the right to vote such shares and receive any dividends that may be paid thereon until such time, if any, that shares of Common Stock are delivered to the Employee in settlement thereof; provided, that, upon the occurrence of an event set forth in Section 9 of the Plan, the Restricted Stock Units shall be subject to adjustment pursuant to Section 9 of the Plan. 6.No Special Employment Rights. Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to obligate the Corporation to continue the employment of the Employee for any period. 7.Withholding. It shall be a condition to the vesting of any Restricted Stock Units, the payment of cash hereunder, or the issuance of shares of Common Stock hereunder, as the case may be, that the Employee shall pay, or make provisions for payment of, all income, employment or other tax (or similar) and social security (or similar) withholding requirements in a manner that is satisfactory to the Corporation for the payment thereof. 8. Miscellaneous. (a)Except as otherwise expressly provided herein, this Agreement may not be amended or otherwise modified in a manner that adversely affects the rights of the Employee, unless evidenced in writing and signed by the Corporation and the Employee. (b)All notices under this Agreement shall be delivered by hand, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in a notice by either party to the other. (c)The Corporation shall not be obligated to issue any shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any applicable federal and state securities laws. (d)Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Employee under this Agreement without the Employee’s consent, except to the extent necessary to comply with applicable law. (e)This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee, acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions that arise in connection with this Agreement. (f)Each provision of this Agreement shall be considered separable. The invalidity or unenforceability of any provision shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. (g)This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. (h)The failure of the Corporation or the Employee to insist upon strict performance of any provision hereunder, irrespective of the length of time for which such failure continues, shall not be deemed a waiver of such party’s right to demand strict performance at any time in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation or provision hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder. (i)This Agreement is a matter entirely separate from any pension right or entitlement that the Employee may have and from his or her terms and conditions of employment, and, in particular (but without limiting the generality of the foregoing), if the Employee leaves the employment of the Corporation and any Parent Corporation, Subsidiary Corporation or Affiliated Entity or otherwise ceases to be an employee thereof, he or she shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under this Agreement which he or she might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever. (j)No term in this Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999, but this does not affect any rights or remedy of a third party which exists or is available apart from such Act. IN WITNESS WHEREOF, the parties to the Agreement have duly executed and delivered this Agreement as of the date first written above. NTL INCORPORATED By: Title: EMPLOYEE Exhibit A 1.Restricted Stock Units shall become non-forfeitable if the cumulative actual Combined Cash Flow for the Performance Period exceeds the cumulative Combined Cash Flow stated in the Long Term Model by an amount to be determined by the Committee and certified by the CFO prior to December 31, 2005 (the “Target”). Such performance conditions constitute the “Performance Condition” for purposes of this Agreement. If the Target has been met or exceeded, the Restricted Stock Units will become non-forfeitable as of December 31, 2007. To the extent that Restricted Stock Units do not become non-forfeitable, they will lapse. 2.The CFO of the Corporation shall calculate, and the Committee shall approve, the actual Combined Cash Flow. On calculation and approval of the actual Combined Cash Flow the CFO and the Committee shall take into account any potential Restricted Stock Units outstanding under the Plan and will take into account all adjustments to the externally reported results as he and it consider to be fair and reasonable and shall make any adjustments as are, in the opinion of the CFO and the Committee, necessary in order to ensure a like for like comparison with the Combined Cash Flow stated in the Long Term Model. 3.If events occur which cause the Committee to believe that the Performance Condition is no longer appropriate (including, without limitation, acquisitions, dispositions or other Transactions), then it may adjust, waive or modify such condition. 4.For purposes of this Exhibit A, the following words shall have the meanings indicated. Terms used in this Exhibit A and not defined in this Section 4 shall have the same meaning as in the Agreement or the Plan, as the case may be. (a) “CFO” shall mean the Chief Financial Officer of the Corporation. (b)“Combined Cash Flow” shall mean Combined EBITDA less Fixed Asset Additions. (c)“Combined EBITDA” shall mean the revenue for the Group less operating costs and selling, general and administrative expenses. (d)“Fixed Asset Additions” shall mean purchases of fixed assets for the Performance Period as measured on an accruals basis for the Group. (e) “Group” shall mean the Corporation and its Subsidiary Corporations. (f)“Long Term Model” shall mean the Corporation’s revenue, EBITDA and fixed asset projections for the three year period ended December 31, 2007 as defined in the Corporation’s long term model subject to any adjustments that the Committee may in its absolute discretion consider appropriate. (g)“Performance Period” shall mean the period of three financial years of the Corporation ending on December 31, 2007. -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

Exhibit 10.1

NON-QUALIFIED STOCK OPTION NOTICE

[name]

[address]

This Option Notice (the “Notice”)dated as of April 28, 2005 (the “Grant Date”) is being sent to you by NTL Incorporated (including any successor company, the “Company”). As you are presently serving as an employee of NTL Incorporated or one of its subsidiary corporations, in recognition of your services and pursuant to the Amended and Restated NTL 2004 Stock Incentive Plan (the “Plan”) the Company has granted you the Option provided for in this Notice. The Option is subject to the terms and conditions set forth in the Plan, which is incorporated herein by reference, and defined terms used but not defined in this Notice shall have the meaning set forth in the Plan.

1. Grant of Option. The Company hereby irrevocably grants to you, as of the Grant Date, an option to purchase up to [number] shares of the Company’s Common Stock at a price of $63.86 per share. This Option is not intended to qualify as an Incentive Stock Option under US tax laws and it is not intended to qualify as an approved Option under UK or Irish tax laws.

2. Vesting. This Option shall vest as to 20% of the shares on January 1, 2006 and as to an additional 20% of the shares on each January 1 thereafter, until fully vested. Notwithstanding Section 6(j)(1) of the Plan, this Option shall not vest or become exercisable upon the occurrence of an Acceleration Event.

3. Exercise Period. Generally, this Option may not be exercised unless you are at the time of exercise an employee of the Company, a subsidiary corporation or a parent corporation and unless you have remained continuously so employed since the Grant Date. This Option shall stop vesting immediately upon the termination of your employment and your right to exercise the Option, to the extent vested, shall terminate on the earlier of the following dates: (a) three months after your termination other than for Cause; (b) one year after your termination resulting from your retirement, disability or death; (c) the date on which your employment is terminated for Cause; or (d) April 27, 2015.

4. Condition to Exercise. This Option may not be exercised in any circumstances unless and until the Company is satisfied that you have entered into a binding election in the form prescribed by the Company (the “Election”) pursuant to which you assume liability for the whole of the employers’ national insurance contributions due in respect of share option gains arising from this Option.

5. Manner of Exercise. This Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified or bank cheque or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any income tax, employee’s national insurance contributions or duty payable and arising by reason of the exercise of

the Option) and the amount necessary to meet the employers’ national insurance contributions referred to in paragraph 4 of this Notice.

6. Transferability. Neither this Option nor any interest in this Option may be transferred other than by will or the laws of descent or distribution.

for and on behalf of NTL INCORPORATED

Simon Duffy Chief Executive Officer

EX-10.2

Exhibit 10.2

INCENTIVE STOCK OPTION NOTICE

[name]

[address]

This Option Notice (the “Notice”)dated as of April 28, 2005 (the “Grant Date”) is being sent to you by NTL Incorporated (including any successor company, the “Company”). As you are presently serving as an employee of NTL Incorporated or one of its Subsidiary Corporations, in recognition of your services and pursuant to the Amended and Restated NTL 2004 Stock Incentive Plan (the “Plan”), the Company has granted you the Option provided for in this Notice. The Option is subject to the terms and conditions set forth in the Plan, which is incorporated herein by reference, and defined terms used but not defined in this Notice shall have the meaning set forth in the Plan.

1. Grant of Option. The Company hereby irrevocably grants to you, as of the Grant Date, an option to purchase up to [number] shares of the Company’s Common Stock at a price of $63.86 per share. This Option is intended to qualify as an Incentive Stock Option under U.S. tax laws and the Company will treat it as such to the extent permitted by applicable law.

2. Vesting. This Option shall vest as to 20% of the shares on January 1, 2006 and as to an additional 20% of the shares on each January 1 thereafter until fully vested. Notwithstanding Section 6(j)(1) of the Plan, this Option shall not vest or become exercisable upon the occurrence of an Acceleration Event.

3. Exercise Period. Generally, this Option may not be exercised unless you are at the time of exercise an employee of the Company, a subsidiary corporation or a parent corporation and unless you have remained continuously so employed since the Grant Date. This Option shall stop vesting immediately upon the termination of your employment and your right to exercise the Option, to the extent vested, shall terminate on the earlier of the following dates: (a) three months after your termination other than for Cause; (b) one year after your termination resulting from your retirement, disability or death; (c) the date on which your employment is terminated for Cause; or (d) April 27, 2015.

4. Manner of Exercise. This Option may be exercised by delivery to the Company of a written notice signed by the person entitled to exercise the Option, specifying the number of shares which such person wishes to purchase, together with a certified or bank check or cash (or such other manner of payment as permitted by the Plan) for the aggregate option price for that number of shares and any required withholding (including a payment sufficient to indemnify the Company or any subsidiary of the Company in full against any and all liability to account for any tax or duty payable and arising by reason of the exercise of the Option).

5. Transferability. Neither this Option nor any interest in this Option may be transferred other than by will or the laws of descent or distribution.

for and on behalf of NTL INCORPORATED

Simon Duffy Chief Executive Officer

EX-10.3

Exhibit 10.3

NTL INCORPORATED

Restricted Stock Unit Agreement

This AGREEMENT (this “Agreement”) is made and entered into as of _________ (“Grant Date”) by and between NTL Incorporated, a Delaware corporation (the “Corporation”), and _________ (the “Employee”).

1.          Grant of Restricted Stock Units. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Corporation’s Amended and Restated 2004 NTL Stock Incentive Plan (the “Plan”), the Corporation hereby grants to the Employee _________ Restricted Stock Units. Unless the context otherwise requires, terms used but not defined herein shall have the same meaning as in the Plan.

2. Vesting of Restricted Stock Units.

(a)        Vesting Schedule. Except as otherwise provided in this Agreement, the Restricted Stock Units shall become non-forfeitable if (i) the Performance Condition set out in Exhibit A has been met and (ii) the Employee has remained in the continuous employ of the Corporation from the Grant Date through the date on which the Restricted Stock Units are settled pursuant to Section 4 hereof.

(b)        No Accelerated Vesting. Notwithstanding Section 7(b)(2) of the Plan, the Restricted Stock Units shall not vest or become non-forfeitable upon the occurrence of an Acceleration Event.

(c)        Continuous Employment. For purposes of this Agreement, the continuous employment of the Employee with the Corporation shall include employment with a Subsidiary Corporation, Parent Corporation or Affiliated Entity, and shall not be deemed to have been interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Corporation by reason of the transfer of the Employee’s employment among the Corporation, a Subsidiary Corporation, Parent Corporation or Affiliated Entity.

3. Forfeiture of Restricted Stock Units.

(a)        Any Restricted Stock Units that have not theretofore become non-forfeitable shall be forfeited if the Employee ceases to be continuously employed by the Corporation prior to the date on which the Restricted Stock Units are settled pursuant to Section 4 hereof. In the event of a forfeiture, forfeited Restricted Stock Units shall cease to be outstanding and the Employee shall cease to have right, title or interest in, to or on account of the forfeited Restricted Stock Units or any underlying shares of Common Stock.

(b)        For the purposes of this Agreement, where the Employee ceases to hold an office or employment with the Corporation because his employment is terminated by his employer without notice or where he terminates his employment with or without notice, his employment shall be deemed to cease on the date on which the termination takes effect or, if earlier, the date

of giving notice. If the Employee’s employment is terminated by his employer with notice his employment shall be deemed to cease on the date when such notice expires.

4.Settlement of Restricted Stock Units. If the Restricted Stock Units become non-forfeitable, each such Restricted Stock Unit shall entitle the Employee to one share of Common Stock or, in the discretion of the Committee and with the consent of the Employee, an amount of cash equal to the Fair Market Value of one share of Common Stock determined as of the date on which such Restricted Stock Units become non-forfeitable. Settlement of the Restricted Stock Units shall occur on the “Prescribed Date” as nominated by the Committee. The Prescribed Date shall be a date on or after the date on which the Corporation’s annual statutory accounts for the accounting period ending December 31, 2007 are published but shall not, in any event, be a date later than April 30, 2008. In determining the Prescribed Date, the Committee shall take into account closed trading periods for the Common Stock and the Corporation’s Insider Trading Policy. If settlement is made in the form of shares of Common Stock, such shares shall be evidenced by book entry registration or by a certificate registered in the name of the Employee.

5.Dividend, Voting and Other Rights. The Employee shall have none of the rights of a shareholder with respect to any shares of Common Stock underlying the Restricted Stock Units, including the right to vote such shares and receive any dividends that may be paid thereon until such time, if any, that shares of Common Stock are delivered to the Employee in settlement thereof; provided, that, upon the occurrence of an event set forth in Section 9 of the Plan, the Restricted Stock Units shall be subject to adjustment pursuant to Section 9 of the Plan.

6.No Special Employment Rights. Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to obligate the Corporation to continue the employment of the Employee for any period.

7.Withholding. It shall be a condition to the vesting of any Restricted Stock Units, the payment of cash hereunder, or the issuance of shares of Common Stock hereunder, as the case may be, that the Employee shall pay, or make provisions for payment of, all income, employment or other tax (or similar) and social security (or similar) withholding requirements in a manner that is satisfactory to the Corporation for the payment thereof.

8. Miscellaneous.

(a)Except as otherwise expressly provided herein, this Agreement may not be amended or otherwise modified in a manner that adversely affects the rights of the Employee, unless evidenced in writing and signed by the Corporation and the Employee.

(b)All notices under this Agreement shall be delivered by hand, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in a notice by either party to the other.

(c)The Corporation shall not be obligated to issue any shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any applicable federal and state securities laws.

(d)Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Employee under this Agreement without the Employee’s consent, except to the extent necessary to comply with applicable law.

(e)This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee, acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions that arise in connection with this Agreement.

(f)Each provision of this Agreement shall be considered separable. The invalidity or unenforceability of any provision shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

(g)This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(h)The failure of the Corporation or the Employee to insist upon strict performance of any provision hereunder, irrespective of the length of time for which such failure continues, shall not be deemed a waiver of such party’s right to demand strict performance at any time in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation or provision hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

(i)This Agreement is a matter entirely separate from any pension right or entitlement that the Employee may have and from his or her terms and conditions of employment, and, in particular (but without limiting the generality of the foregoing), if the Employee leaves the employment of the Corporation and any Parent Corporation, Subsidiary Corporation or Affiliated Entity or otherwise ceases to be an employee thereof, he or she shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under this Agreement which he or she might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever.

(j)No term in this Agreement is enforceable under the Contract (Rights of Third Parties) Act 1999, but this does not affect any rights or remedy of a third party which exists or is available apart from such Act.

IN WITNESS WHEREOF, the parties to the Agreement have duly executed and delivered this Agreement as of the date first written above.

NTL INCORPORATED

By:

Title:

EMPLOYEE

Exhibit A

1.Restricted Stock Units shall become non-forfeitable if the cumulative actual Combined Cash Flow for the Performance Period exceeds the cumulative Combined Cash Flow stated in the Long Term Model by an amount to be determined by the Committee and certified by the CFO prior to December 31, 2005 (the “Target”). Such performance conditions constitute the “Performance Condition” for purposes of this Agreement. If the Target has been met or exceeded, the Restricted Stock Units will become non-forfeitable as of December 31, 2007. To the extent that Restricted Stock Units do not become non-forfeitable, they will lapse.

2.The CFO of the Corporation shall calculate, and the Committee shall approve, the actual Combined Cash Flow. On calculation and approval of the actual Combined Cash Flow the CFO and the Committee shall take into account any potential Restricted Stock Units outstanding under the Plan and will take into account all adjustments to the externally reported results as he and it consider to be fair and reasonable and shall make any adjustments as are, in the opinion of the CFO and the Committee, necessary in order to ensure a like for like comparison with the Combined Cash Flow stated in the Long Term Model.

3.If events occur which cause the Committee to believe that the Performance Condition is no longer appropriate (including, without limitation, acquisitions, dispositions or other Transactions), then it may adjust, waive or modify such condition.

4.For purposes of this Exhibit A, the following words shall have the meanings indicated. Terms used in this Exhibit A and not defined in this Section 4 shall have the same meaning as in the Agreement or the Plan, as the case may be.

(a) “CFO” shall mean the Chief Financial Officer of the Corporation.

(b)“Combined Cash Flow” shall mean Combined EBITDA less Fixed Asset Additions.

(c)“Combined EBITDA” shall mean the revenue for the Group less operating costs and selling, general and administrative expenses.

(d)“Fixed Asset Additions” shall mean purchases of fixed assets for the Performance Period as measured on an accruals basis for the Group.

(e) “Group” shall mean the Corporation and its Subsidiary Corporations.

(f)“Long Term Model” shall mean the Corporation’s revenue, EBITDA and fixed asset projections for the three year period ended December 31, 2007 as defined in the Corporation’s long term model subject to any adjustments that the Committee may in its absolute discretion consider appropriate.

(g)“Performance Period” shall mean the period of three financial years of the Corporation ending on December 31, 2007.