Virgin Media 2006 Annual Report Download - page 245

Exhibit 10.38
INCENTIVE STOCK OPTION NOTICE
Jacques Kerrest
c/o ntl House
Bartley Wood Business Park
Hook
Hampshire
RG27 9UP
This Option Notice (the “Notice”) dated as of September 20, 2004 (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 200,000
shares of the Company’s Common Stock at a price of $60.27 per share (the “Option”). The 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. The Option shall vest with respect to one−fifth (1/5th) of the shares covered thereby on September 20, 2005 and shall vest
with respect to an additional one−fifth (1/5th) of such shares on each September 20 thereafter until fully vested, provided that you are
employed by the Company or one of its Subsidiary Corporations on each such vesting date. Upon an Acceleration Event the Option, to
the extent not yet vested, shall become 100% vested.
3. Exercise Period. Except as set forth in paragraph 2, the Option shall stop vesting immediately upon the termination of your
employment and any portion of the Option that is not vested at the time of termination of your employment shall immediately be
forfeited and cancelled. Your right to exercise that portion of the Option that is vested at the time of your termination shall terminate
on the earlier of the following dates: (a) three months after the termination of your employment 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) September 19, 2014.
4. Manner of Exercise. This Option may be exercised by delivery to NTL Group Limited, Attn; Gill James, Deputy Company
Secretary at its office (Quadrant House, Thomas More Square, 17 Thomas More Street, London E1W 1YE, England) of a notice in the
form attached 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, and this Option may be exercised during your lifetime only by you or your guardian or legal representative.
for and on behalf of
NTL INCORPORATED
/s/ Simon Duffy
Simon Duffy
Chief Executive Officer
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007