FORM OF AMENDMENT TO STRATOS INTERNATIONAL INC. RESTRICTED STOCK AGREEMENT
Exhibit 99.2
This amendment dated as of December 6, 2005 is entered into by and between Stratos
International, Inc., a Delaware corporation (the
“Company”), and _______________ (the
“Grantee”) and amends the Restricted Stock Amendment between the Company and Grantee dated as of
_______________
(the “Agreement”).
1. Amendment. Section 6(b) of the Agreement is amended and restated to read in its entirety
as follows:
“All Restricted Shares shall become immediately vested if the Grantee’s service on the Board
shall terminate for any reason other than removal for Cause.”
2. Applicable Law. The validity, construction, interpretation and enforceability of this
Amendment 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 Amendment to the substantive law of another jurisdiction, and any litigation
arising out of this Amendment 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.
3. Waiver. The waiver by the Company of a breach of any provision of this Amendment by
Grantee shall not operate or be construed as a waiver of any subsequent breach by Grantee.
4. Binding Effect. The provisions of this Amendment shall be binding upon the parties hereto,
their successors and assigns, including, without limitation, the Company, its successors or
assigns, the estate of the Grantee and the executors, administrators or trustees of such estate and
any receiver, trustee in bankruptcy or representative of the creditors of the Grantee.
5. Construction. This Amendment is subject to and shall be construed in accordance with the
Stratos 2003 Stock Plan, as amended (the “Plan”), the terms of which are explicitly made applicable
hereto. Unless otherwise defined herein, capitalized terms in this Amendment shall have the same
definitions as set forth in the Plan. Except as otherwise specifically set forth in the Amendment,
the provisions of the Plan shall govern.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.
GRANTEE
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Stratos International, Inc. | |||
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