Exhibit 10.2
IMPSAT FIBER NETWORKS, INC.
MANAGEMENT INCENTIVE PLAN
RETENTION AGREEMENT
XXXXX, 0000
Dear XXX:
In order to retain your valuable services to IMPSAT Fiber Networks,
Inc. (the "Company") the Compensation Committee of the Board of Directors
of the Company adopted the IMPSAT Fiber Networks, Inc. Management Incentive
Plan (the "Plan") to provide an incentive for you to remain employed by the
Company, in accordance with the terms set forth thereunder.
This letter is a Retention Agreement between you and the Company made
in consideration of the mutual commitments set forth herein. Unless
otherwise defined herein, all capitalized items shall have the meanings set
forth in the Plan, a copy of which is attached to this letter as Exhibit A.
More detailed information is provided in the official Plan document. In all
instances, the Plan document will control and govern the operation of the
Plan.
THE COMPANY'S COMMITMENTS.
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INCENTIVE PAYMENT.
As an incentive for you to continue to remain employed by the Company, the
Company will pay to you a lump sum cash payment on the Payment Date (the
"Incentive Payment"). The amount of the Incentive Payment will be
determined on December 31, 2008, or, if earlier, upon the Closing Date of a
Change of Control (the "Vesting Date").
If the Vesting Date is December 31, 2008, the Compensation Committee will
have the sole and absolute discretion to determine the amount of the
Incentive Payment, if any; however, the total value of all bonuses awarded
under the Plan may not exceed the product of $1,650,000 and the amount by
which the per-share price of the Company's Common Stock exceeds $7.00,
based on the average closing prices during the thirty-day period ending on
the Vesting Date.
If the Vesting Date is the Closing Date of a Change of Control, the amount
of the Incentive Payment will be equal to __% of a bonus pool, which will
be equal to $1,650,000 multiplied by the amount by which the per-share
price of the Company's Common Stock exceeds $7.00, based on the price per
share paid for the Company's Common Stock in the transaction.
If you terminate your employment or the Company terminates your employment
for Cause prior to the Vesting Date, you will not be entitled to any
Incentive Payment. If your employment with the Company is terminated prior
to the Vesting Date by reason of your death, Disability, or a Termination
Without Cause by the Company, the Incentive Payment will be made to you or
your estate on the Payment Date.
PAYMENT DATE.
Any Incentive Payment will be made upon the Payment Date, which will be
within thirty (30) days after December 31, 2008, or, if earlier, the
Closing Date of a Change of Control.
MISCELLANEOUS.
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EMPLOYMENT STATUS.
Your status as an employee at will (unless otherwise provided in another
agreement with the Company) shall not be affected by this Retention
Agreement, and this Retention Agreement shall not constitute a contract of
employment.
MODIFICATION OR WAIVER.
No provision of this Retention Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and the Company. No waiver by any party hereto at
any time of any breach by another party hereto of, or compliance with, any
condition or provision of this Retention Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by any party which are not expressly
set forth in this Retention Agreement.
SEVERABILITY.
If any provision contained in this Agreement shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Agreement but this Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein.
GOVERNING LAW.
The Plan and your rights under this Retention Agreement will be construed,
enforced, and governed by the laws of the State of Delaware, excluding
rules of law that would lead to the application of the laws of any other
jurisdiction.
If the foregoing accurately reflects your understanding of our agreement,
kindly acknowledge the same by signing a copy of this letter and returning
it to IMPSAT Fiber Networks, Inc., Xxxxxx Xxxxxx xx Xxxxxxxxxx 000, 00xx
Xxxxx, X0000XXX Xxxxxx Xxxxx, Xxxxxxxxx; Attention: President (Facsimile:
011-54115-170-3518). If you fail to sign this letter and return it within
fifteen (15) days of the date first appearing above, this letter shall be
null and void and of no effect whatsoever.
Best regards,
Xxxxxxx Xxxxxxxxx, President [In the case of letter to Verdaguer, Xxxxxx
Xxxxxx, EVP and Chief Financial Officer]
AGREED AND ACCEPTED
this _____ day of __________, 2005
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[Employee Name]
cc: Personnel file
EXHIBIT A
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IMPSAT FIBER NETWORKS, INC.
MANAGEMENT INCENTIVE PLAN
