STRATOS INTERNATIONAL INC. RESTRICTED STOCK AWARD AGREEMENT (EMPLOYEE AWARD)
Exhibit 99.2
(EMPLOYEE AWARD)
This agreement dated as of March 9, 2005 (the “Award Agreement”), is entered into by and
between Stratos International Inc., a Delaware corporation (the “Company”), and
_________ (the “Grantee”). All capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them by the Stratos Lightwave, Inc. 2003 Stock Plan (the
“Plan”).
(a) | None of the Restricted Shares may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of until they have vested in accordance with Section 6 of this Award Agreement. | ||
(b) | Any Restricted Shares that are not vested shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates. |
(a) | Up to fifty percent (50%) of the Restricted Shares shall become vested prior to the fifth anniversary of the Award Date based on the extent to which the Company’s Revenue for a fiscal year (commencing with the fiscal year ending April 30, 2006) exceeds the Company’s Revenue for the immediately preceding fiscal year. If the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) through the last day of a fiscal year (commencing with the fiscal year ending April 30, 2006) and the Revenue reported by the Company for such fiscal year exceeds the Company’s Revenue for the immediately preceding fiscal year, then the Restricted Shares shall thereupon become immediately vested pursuant to the following schedule: |
Fiscal Year Revenue as a Percentage of | Percentage of Restricted Shares | |
Previous Fiscal Year Revenue | Subject to Accelerated Vesting | |
109.9% or less |
0% | |
110% |
10% | |
120% |
20% | |
130% |
30% | |
140% |
40% | |
150% or more |
50% |
If the actual Revenue for a fiscal year is at least 110% and less than 150% of the
Company’s Revenue for the previous fiscal year and is not set forth above, the
percentage of Restricted Shares subject to accelerated vesting shall be determined
by interpolating the percentages set forth above on a straight line basis. For
purposes of the Plan, the Company’s “Revenue” shall mean the Company’s gross revenue
as determined by the Committee and set forth in the audited consolidated financial
statements of the Company, prepared in accordance with generally accepted accounting
principles (“GAAP”). The Committee, in its sole discretion, may adjust the Revenue
targets set forth herein to take into account any unusual or nonrecurring events
affecting the Company or any Subsidiary or Affiliate or the financial statements of
the Company or any Subsidiary or Affiliate, including
without limitation any acquisitions or dispositions, and any changes in applicable
laws, regulations or accounting principles.
(b) | Up to fifty percent (50%) of the Restricted Shares shall become vested prior to the fifth anniversary of the Award Date based on the extent to which Net Income target levels set forth below are achieved after the Company’s 2005 fiscal year. If the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) through the last day of a fiscal year (commencing with the fiscal year ended April 30, 2006) and the Net Income reported by the Company for such fiscal year exceeds the target levels set forth below, then Restricted Shares shall thereupon become immediately vested pursuant to the following schedule: |
Fiscal Year | Percentage of Restricted Shares | ||
Net Income | Subject to Accelerated Vesting | ||
$2.99 million |
0% | ||
$3 million |
10% | ||
$5 million |
20% | ||
$7 million |
30% | ||
$9 million |
40% | ||
$11 million or more |
50% |
If the actual Net Income for a fiscal year is at least $3 million and is less than
$11 million and is not set forth above, the percentage of Restricted Shares subject
to accelerated vesting shall be determined by interpolating the percentages set
forth above on a straight line basis. For purposes of this Agreement, “Net Income”
shall mean the Company’s net income as determined by the Committee and set forth in
the audited financial statements of the Company, prepared in accordance with GAAP.
The Committee, in its sole discretion, may adjust the Net Income targets set forth
herein to take into account any unusual or nonrecurring events affecting the Company
or any Subsidiary or Affiliate or the financial statements of the Company or any
Subsidiary or Affiliate, including without limitation any acquisitions or
dispositions, and any changes in applicable laws, regulations or accounting
principles.
(c) | All Restricted Shares shall become immediately vested upon a Change of Control, as defined in the Plan. | ||
(d) | All Restricted Shares shall become immediately vested if the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates is terminated due to: (i) retirement on or after Grantee’s fifty-fifth birthday with the consent of the Company; (ii) retirement at any age on account of total and permanent disability as determined by the Company; or (iii) death. |
8. Applicable Law. The validity, construction, interpretation and enforceability of
this Award Agreement shall be determined and governed by the laws of the State of Illinois without
regard to any conflicts or choice of law rules or principles that might otherwise refer
construction or interpretation of this Award Agreement to the substantive law of another
jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the
Circuit Court of the State of Illinois or the United States District Court of the Eastern Division
of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of
those courts.
agree that Grantee did not elect to be taxed on the Award Date with respect to Restricted
Shares (rather than on the date when such shares vest) by filing an election under Section 83(b) of
the Code with the Internal Revenue Service within 30 days after the Award Date. As a result,
Grantee may recognize ordinary income as the forfeiture restrictions lapse and the Restricted
Shares vest.
(a) | the vesting of the Restricted Shares shall not accelerate pursuant to the terms of any Severance Plan on account of any change of control that is deemed to have occurred prior to the Award Date, including the merger of Sleeping Bear Merger Corp., a Delaware corporation and direct wholly owned subsidiary of the Company, into Sterling Holding Company, a Delaware corporation, or any termination of the Grantee’s employment following such change of control; and | ||
(b) | as of the Award Date, no event has occurred and no circumstances exist that would entitle the Grantee to terminate employment with the Company (or any Subsidiary or Affiliate) for “Good Reason,” within the meaning of any Severance Plan, following any change of control that is deemed to have occurred prior to the Award Date pursuant to the terms of such Severance Plan. |
GRANTEE | Stratos International, Inc. | |||||
By: | ||||||
Its: | ||||||