Exhibit 99.6
SONUS NETWORKS, INC.
2000 RETENTION PLAN
FORM OF AWARD AGREEMENT
THIS AGREEMENT dated as of ,20 , (the "Grant Date") between Sonus
Networks, Inc., a Delaware corporation (the "Company"), and the undersigned
employee of telecom technologies, inc., a Texas corporation (the "Subsidiary")
below, residing at the address there set out (the "Participant"). Capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in the Plan (as defined below) a copy of which is attached as Exhibit A hereto.
Other defined terms have the meaning set forth in the Agreement and Plan of
Merger and Reorganization by and among the Company, the Subsidiary, and Storm
Merger Sub, Inc., a Texas corporation and a wholly-owned subsidiary of the
Company, dated as of November 2, 2000 (the "Merger Agreement"), or the meaning
set forth in Section 7 hereof.
1. Grant of Award. This is an Award Agreement (as defined in the Company's
2000 Retention Plan (the "Plan")). Pursuant to the Plan the Company hereby
grants to you, the Participant, subject to the consummation of the Merger (as
defined in the Merger Agreement), an award (the "Award") of [_______] shares
(the "Retention Shares"), of the Company's common stock, par value $0.001 per
share (the "Stock"). The Retention Shares shall be subject to the vesting
conditions set forth in Section 2.
2. Vesting of Award. The Retention Shares shall vest and become free of
restrictions (with the actual number of vested Retention Shares to be determined
in accordance with Section 2(b) below) effective as of January 1, 2003 (the
"Vesting Date"), provided the Participant has remained employed with the Company
or the Subsidiary at all times between the Grant Date and the Vesting Date (the
"Service Requirement"):
(a) Notwithstanding the foregoing, the Service Requirement shall be
deemed satisfied in the event that prior to the Vesting Date, the
Participant's employment is terminated (a) by the Company without
Cause (as defined below) or by the Participant for Good Reason
(as defined in the Employment Agreement by and among the Company,
the Subsidiary and the Participant, dated as of November 2, 2000
(the "Employment Agreement", notwithstanding whether the term of
such Employment Agreement has expired), or (b) due to death or
Disability (as defined below).
(b) Subject to satisfaction of the Service Requirement, the number of
Retention Shares that will vest is determined by multiplying (x)
the aggregate number of Retention Shares awarded to the
Participant, by (y) a fraction, (1) the numerator of which is the
total number of Earn-out Shares distributed to the Subsidiary's
former stockholders pursuant to the Contingency Escrow Agreement
prior to, on or after December 31, 2002 (including due to the
release of the Earn-out Shares from the Earn-out Escrow upon a
"Change-in-Control" (as defined in the Contingency Escrow
Agreement) or a breach of the Management Covenants set forth in
Section 10.8 of the Merger Agreement), and (2) the denominator of
which is 4,200,000.
Upon a Change-in-Control, all Retention Shares shall be vested in
the event the Service Requirement is satisfied by the
Participant.
3. Forfeiture. Unless such Retention Shares have already vested in
accordance with Section 2, in the event the Participant's employment with the
Company or the Subsidiary terminates for a reason other than a reason set forth
in Section 2(a), the Participant shall immediately forfeit all of the Retention
Shares and the Award shall be null and void, with all of the Retention Shares
being available for regrant in accordance with the Plan. Employment with an
Affiliate of the Company or the Subsidiary shall be treated as continued
employment with the Company or the Subsidiary.
4. Transfer of Award. The Participant may not transfer the Award at any
time. The Participant may not transfer any Retention Shares prior to the full
vesting of such Retention Shares.
5. Incorporation of Plan Terms. The Retention Shares are granted subject to
all of the applicable terms and provisions of the Plan.
6. Miscellaneous. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without regard to the
conflict of laws principles thereof and shall be binding upon and inure to the
benefit of any successor or assign of the Company and any executor,
administrator, trustee, guardian, or other legal representative of the
Participant. This Agreement may be executed in one or more counterparts all of
which together shall constitute but one instrument.
7. Definitions. As used herein, the following terms shall be defined as
follows:
"Cause" shall mean: (1) the failure of the Participant to perform
substantially the Participant's duties with the Company or the
Subsidiary (other than any such failure resulting from incapacity due
to Disability), after a written demand for substantial performance is
delivered to the Participant by the Company or the Subsidiary that
specifically identifies the manner in which the Company believes that
the Participant has not substantially performed his or her duties,
which is not cured within 30 days following the Participant's receipt
of such written demand, (2) the engaging by the Participant in illegal
conduct or gross misconduct (including, without limitation, fraud,
embezzlement or misappropriation) that is injurious to the Company or
the Subsidiary or (3) conviction of a felony or guilty or nolo
contendere plea by the Participant with respect to a felony the
definition of Cause set forth in the Employment Agreement,
notwithstanding whether the term of such employment agreement has
expired.
"Disability" shall mean the Participant's long-term disability as
defined in the long-term disability plan in which the Participant
participated the definition of Disability set forth in the Employment
Agreement, notwithstanding whether the term of such employment
agreement has expired.
"Contingency Escrow Agreement" shall mean that certain Escrow
Agreement, by and among the Company, the Subsidiary, the Stockholder
Representatives named
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therein and the Escrow Agent, dated as of November 2, 2000, and
entered into pursuant to Section 3.3(a) of the Merger Agreement.
"Earn-out Shares" shall mean those 4,200,000 shares of Stock
designated as "First Release Shares," "Second Release Shares" and
"Third Release Shares" under the Contingency Escrow Agreement in the
aggregate.
8. Tax Consequences. The Company makes no representation or warranty as to
the tax treatment to you of your receipt of this Award or upon your sale or
other disposition of the Awarded Shares. You should rely on your own tax
advisors for such advice.
9. Issuance of Shares. Upon satisfaction of the vesting conditions
described in Section 2 hereof, the Company shall deliver to you the number of
shares of Common Stock equal to the vested Retention Shares.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date first above written.
SONUS NETWORKS, INC.
By:
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Title: Signature of Participant
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Name of Participant
Participant's Address:
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