FORM OF COMMSCOPE, INC. DIRECTOR SHARE AWARD AGREEMENT
Exhibit
10.2
FORM
OF
COMMSCOPE,
INC.
2006
LONG TERM INCENTIVE PLAN
THIS
AGREEMENT, made as of the _____ day of __________, 200___ (the “Date
of Grant”),
between CommScope, Inc., a Delaware corporation (the “Company”),
and
__________ (the “Grantee”).
WHEREAS,
the Company has adopted the CommScope, Inc. 2006 Long Term Incentive Plan
(the
“Plan”)
in
order to provide an additional incentive to certain employees and directors
of
the Company and its Subsidiaries; and
WHEREAS,
the Plan provides for the grant of automatic Share Awards to the Company’s
Nonemployee Directors pursuant to Section 11 thereof;
NOW,
THEREFORE, the parties hereto agree as follows:
1. Grant.
1.1 The
Company hereby grants to the Grantee a Share Award in respect of __________
Shares (the “Award”).
The
Award shall be subject to the execution and return of this Agreement by the
Grantee (or the Grantee’s estate, if applicable) to the Company. The Shares
issued pursuant to the Award will be issued at the time described in Section
2.
1.2 This
Agreement shall be construed in accordance and consistent with, and subject
to,
the provisions of the Plan (the provisions of which are hereby incorporated
by
reference) and, except as otherwise expressly set forth herein, the capitalized
terms used in this Agreement shall have the same definitions as set forth
in the
Plan.
2. Issuance
of Shares.
Subject
to Section 3, the Shares issued pursuant to this Award will be issued on
the day
preceding the one-year anniversary of the Date of Grant (or if such date
is not
a business day, the next following business day) (the “Issuance
Date”).
3. Termination
of Services.
In
the
event the Grantee ceases to serve as a director for any reason other than
the
Grantee’s death, Disability or voluntary retirement after age 55 (“Retirement”),
prior
to the Issuance Date, the Grantee shall forfeit the Award granted hereunder
in
its entirety. In the event the Grantee ceases to serve as a director of the
Company by reason of the Grantee’s death, Disability or Retirement before the
Issuance Date, the Shares issued pursuant to this Award will be issued on
the
Issuance Date.
4. Effect
of Change of Control.
Notwithstanding
anything contained in this Agreement to the contrary, in the event of a Change
of Control, which also constitutes a change in control of the Company or
a
change in the ownership of a substantial portion of its assets, in each case
within the meaning of Section 409A of the Code, at any time prior to the
Issuance Date, the Shares subject to the Award hereunder shall be issued
immediately following such Change of Control.
5. Non-transferability.
The
Award
shall not be assignable or transferable other than by will or the laws of
descent and distribution. During the lifetime of the Grantee, the Award shall
be
payable to the Grantee, his or her legal guardian or legal representatives
or a
bankruptcy trustee. Notwithstanding the foregoing and unless prohibited by
applicable law, the Award may be transferred to members of the Grantee’s
immediate family, to trusts solely for the benefit of such immediate family
members and to partnerships in which such family members and/or trusts are
the
only partners, and for purposes of this Agreement and the Plan, a transferee
of
an Award shall be deemed to be the Grantee. For this purpose, immediate family
means the Grantee’s spouse, parents, children, stepchildren and grandchildren
and the spouses of such parents, children, stepchildren and grandchildren.
Notwithstanding anything to the contrary contained herein, the Award may
not be
transferred to any person other than the Grantee, unless such other person
presents documentation to the Committee, which proves to the Committee to
its
reasonable satisfaction such person’s right to the transfer.
6. Grantee
Bound by the Plan.
The
Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be
bound
by all the terms and provisions thereof.
7. Modification
of Agreement.
This
Agreement may be modified, amended, suspended or terminated, and any terms
or
conditions may be waived, but only by a written instrument executed by the
parties hereto.
8. Severability.
Should
any provision of this Agreement be held by a court of competent jurisdiction
to
be unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such holding and shall continue in full
force
in accordance with their terms.
9. Governing
Law.
The
validity, interpretation, construction and performance of this Agreement
shall
be governed by the laws of the State of Delaware without giving effect to
the
conflicts of laws principles thereof.
10. Successors
in Interest.
This
Agreement shall inure to the benefit of and be binding upon any successor
to the
Company. This Agreement shall inure to the benefit of the Grantee’s legal
representatives. All obligations imposed upon the Grantee and all rights
granted
to the Company under this Agreement shall be binding upon the Grantee’s heirs,
executors, administrators and successors.
11. Resolution
of Disputes.
Any
dispute or disagreement which may arise under, or as a result of, or in any
way
relate to, the interpretation, construction or application of this Agreement
shall be determined by the Committee. Any determination made hereunder shall
be
final, binding and conclusive on the Grantee, the Grantee’s heirs, executors,
administrators and successors, and the Company and its Subsidiaries for all
purposes.
12. Consent
to Jurisdiction.
Each
of
the parties hereby (a) agrees to personal jurisdiction in any suit, proceeding
or action at law or in equity (hereinafter referred to as an “Action”) arising
out of or relating to the Plan or this Agreement brought in any state or
federal
court in the State of North Carolina having subject matter jurisdiction,
(b)
agrees that such jurisdiction shall be exclusive and that no Action arising
out
of or relating to the Plan or this Agreement shall be brought in any state
or
federal court other than that in the State of North Carolina, (c) waives
any
objection which the party may have now or hereafter to the laying of the
venue
of any such Action and (d) waives any claim or defense of inconvenient
forum.
| COMMSCOPE, INC. | ||
| |
|
|
| By: | ||
| Name: | ||
| Title: | ||
| GRANTEE | ||
