RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT (this "AWARD AGREEMENT"), dated as of
November 27, 2001 between AT&T Latin America Corp., a Delaware corporation (the
"COMPANY"), and Xxxxxxxx X. Northland (the "PARTICIPANT").
W I T N E S S E T H:
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WHEREAS, the Company has determined that it is in the interests of the
Company and its share owners to grant to the Participant 2,000,000 shares (the
"RESTRICTED STOCK") of its common stock, par value $.0001 per share, subject to
the terms and conditions of this Award Agreement and the AT&T Latin America 2000
Long Term Incentive Plan (the "PLAN");
NOW, THEREFORE, to implement the foregoing and in consideration of the
mutual promises, covenants and agreements contained herein, the parties hereto
hereby agree as follows:
1. PLAN GOVERNS; DEFINITIONS. This Award Agreement is subordinate to, and
the terms and conditions of the Restricted Stock granted hereunder are
subject to, the terms and conditions of the Plan, which are made a part
of and incorporated into this Award Agreement. If there is any
inconsistency between the terms hereof and the terms of the Plan, the
terms of the Plan shall govern. Capitalized terms used herein without
definition shall have the respective meanings set forth in the Plan.
2. GRANT OF THE SHARES. Subject to all of the terms and conditions of this
Agreement and the Plan, the Company hereby grants the Restricted Stock
to the Participant. As soon as practicable, the Company shall deliver
to the Participant a stock certificate or stock certificates registered
in such Participant's name and representing the Restricted Stock, which
certificate or certificates shall bear the following legend (and such
other legend or legends as the Company (based upon the advice of
counsel reasonably acceptable to the Participant) deems appropriate):
"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS CONTAINED IN THE AT&T LATIN AMERICA 2000 LONG TERM
INCENTIVE PLAN AND THE RESTRICTED STOCK AGREEMENT, DATED AS OF NOVEMBER
__, 2001 AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT
ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF SUCH PLAN AND SUCH RESTRICTED STOCK AGREEMENT, A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. "
When and to the extent the Restriction Period lapses as provided in
Section 5 herein, the Participant may request the Company to deliver to
the Participant a certificate or certificates that do not bear such
legend (but bearing such other legend or legends as the Company (based
upon the advice of counsel reasonably acceptable to the Participant)
deems appropriate).
Notwithstanding the forgoing, the stock certificates evidencing the
Restricted Stock shall be held in the custody of the Secretary of the
Company until the Restriction Period lapses, and, as a condition of the
Restricted Stock award, the Participant shall deliver a stock power,
endorsed in blank, relating to the shares covered by this Award
Agreement.
If the Company should in the future engage the services of a stock
transfer agent, appropriate stop-transfer restrictions will be issued
to such transfer agent with respect to the Restricted Stock.
3. RIGHTS AS SHAREHOLDER.
a. VOTING RIGHTS. During the Restriction Period, the Participant
may exercise full voting rights with respect to the Restricted
Shares.
b. DIVIDENDS AND OTHER DISTRIBUTIONS. During the Restriction
Period, the Participant shall be entitled to receive all
dividends and other distributions paid with respect to those
shares while they are so held. If any such dividends or
distributions are paid in shares of Common Stock, such shares
shall be subject to the same restrictions on transferability
as the Restricted Stock with respect to which they were paid.
4. RESTRICTIONS ON DISPOSITION OF SHARES.
a. The Restricted Stock shall not be assignable or transferable
except by will or the laws of descent and distribution;
PROVIDED that the Committee may allow the Participant to
transfer the Restricted Stock for no consideration to the
Participant's child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the Participant's
household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial
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interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other
entity in which these persons (or the Participant) own more
than fifty percent of the voting interests ("PERMITTED
TRANSFEREES"). Except to the extent required by law, no right
or interest of the Participant shall be subject to any lien,
obligation or liability of the Participant. The rights of a
Permitted Transferee shall be limited to the rights conveyed
to such Permitted Transferee, who shall be subject to and
bound by the terms of this Award Agreement between the
Participant and the Company. The restrictions contained in
this Section 4a. shall terminate with respect to the
Applicable Percentage (as hereinafter defined) of the
Restricted Stock during the Restriction Period.
b. The Participant represents and warrants that he is acquiring
the Restricted Stock solely for his own account for investment
and not with a view to or for sale in connection with any
distribution thereof. The Participant will not, directly or
indirectly, offer, transfer, sell, pledge, hypothecate or
otherwise dispose of any of the Restricted Stock (or solicit
any offers to buy, purchase or otherwise acquire or take a
pledge of any Restricted Stock), except in compliance with the
Securities Act of 1933, as amended (the "SECURITIES ACT"), and
the rules and regulations of the Securities and Exchange
Commission (the "COMMISSION") thereunder, and in compliance
with applicable state securities or "blue sky" laws and
foreign securities laws, if any. Further, if any of the
Restricted Stock are to be disposed of in accordance with Rule
144 promulgated under the Securities Act ("RULE 144"), the
Participant shall transmit to the Company an executed copy of
Form 144 (if required by Rule 144) no later than the time such
form is required to be transmitted to the Commission for
filing and such other documentation as the Company may
reasonably require to assure compliance with Rule 144 in
connection with such disposition. Furthermore, the Participant
acknowledges and agrees that, in the event that the Company
files a registration statement under the Securities Act of
1933 with respect to an underwritten public offering of any
shares of its capital stock, the Participant will not effect
any public sale or distribution of any shares of the
Restricted Stock (other than as part of such underwritten
public offering), including but not limited to, pursuant to
Rule 144 or Rule 144A under the Securities Act of 1933, during
the 20 days prior to and the 180 days after the effective date
of such registration statement (if and to the extent so
reasonably requested by the underwriters and if the
underwriters similarly request such a holdback with respect to
other executive officers). The Participant understands and
acknowledges that any sale, transfer or other disposition of
the Restricted Stock by him will be subject to compliance
with, and may be limited under, the federal securities laws
and/or state "blue sky" securities laws.
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5. TERMINATION OF EMPLOYMENT.
a. GENERAL RULE. Except as provided in Sections 5b. and 5c.
herein, if the Participant's employment with the Company is
terminated for any reason whatsoever on or prior to fifth
anniversary hereof (the "RESTRICTION PERIOD"), the Participant
shall forfeit the Restricted Stock to the Company.
b. QUALIFYING TERMINATION OF EMPLOYMENT. The forfeiture provision
described in Section 5a. shall lapse with respect to all of
the Restricted Stock immediately upon the occurrence of a
Qualifying Termination of Employment (as defined in the Plan).
c. LAPSE OF RESTRICTION PERIOD. The forfeiture provision
described in Section 5a. shall, subject to the Participant's
continuous employment with the Company through the applicable
date of lapse, lapse during the Restriction Period with
respect to the Applicable Percentage of the Restricted Stock.
For purposes of this Award Agreement, the "APPLICABLE
PERCENTAGE" means the greater of
i. (1) 0% if the Participant's termination of employment
occurs on or before the first anniversary hereof; (2)
15% if the termination occurs on or after the first
anniversary hereof but before the second anniversary
hereof; (3) 35% if the termination occurs on or after
the second anniversary hereof but before the third
anniversary hereof; (4) 65% if the termination occurs
after the third anniversary hereof but before the
fourth anniversary hereof; (5) 85% if the termination
occurs on or after the fourth anniversary hereof but
before the fifth anniversary hereof; and (6) 100% if
the termination occurs on or after the fifth
anniversary hereof; or
ii. (1) 50% if the Fair Market Value (as defined in the
Plan) during any five consecutive trading days during
the Restriction Period equals or exceeds $5.00 and
(2) 100% if the Fair Market Value during any five
consecutive trading days during the Restriction
Period equals or exceeds $6.00.
6. MISCELLANEOUS.
a. NOTICES. All notices and other communications required or
permitted to be given under this Award Agreement shall be in
writing and shall be deemed to have been given if delivered
personally or sent by certified or express mail, return
receipt requested, postage prepaid, or by any recognized
international equivalent of such mail delivery, to the
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Company, or the Participant, as the case may be, at the
following addresses or to such other address as the Company,
or the Participant, as the case may be, shall specify by
notice to the others:
IF TO THE PARTICIPANT, to him at the address indicated in the
records of the Company or the address which the Participant
has most recently communicated to the Company in writing.
IF TO THE COMPANY:
AT&T Latin America Corp.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Attention: Executive Vice-President, Human Resources
All such notices and communications shall be deemed to have
been received on the date of delivery if delivered personally
or on the third business day after the mailing thereof.
b. BINDING EFFECT; BENEFITS. This Award Agreement shall be
binding upon the parties to this Award Agreement and their
respective successors and assigns and shall inure to the
benefit of the parties to the Award Agreement, and their
respective successors and assigns.
c. WAIVER; AMENDMENT.
i. WAIVER. Any party hereto or beneficiary hereof may by
written notice to the other parties (A) extend the
time for the performance of any of the obligations or
other actions of the other parties under this Award
Agreement, (B) waive compliance with any of the
conditions or covenants of the other parties
contained in this Award Agreement and (C) waive or
modify performance of any of the obligations of the
other parties under this Award Agreement. The waiver
by any party hereto or beneficiary hereof of a breach
of any provision of this Award Agreement shall not
operate or be construed as a waiver of any preceding
or succeeding breach and no failure by a party to
exercise any right or privilege hereunder shall be
deemed a waiver of such party's or beneficiary's
rights or privileges hereunder or shall be deemed a
waiver of such party's or beneficiary's rights to
exercise the same at any subsequent time or times
hereunder.
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ii. AMENDMENT. This Award Agreement may not be amended,
modified or supplemented orally, but only by a
written instrument executed by the Participant and
the Company
d. ASSIGNABILITY. Neither this Award Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason
hereof shall be assignable by the Company or the Participant
without the prior written consent of the other parties.
e. APPLICABLE LAW. THIS AWARD AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF
DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.
f. SECTION AND OTHER HEADINGS, ETC. The section and other
headings contained in this Award Agreement are for reference
purposes only and shall not affect the meaning or
interpretation of this Award Agreement.
g. COUNTERPARTS. This Award Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Award Agreement as of the date first above written.
AT&T LATIN AMERICA CORP.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President, Human Resources
THE PARTICIPANT:
/s/ Xxxxxxxx X. Northland
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Xxxxxxxx X. Northland
