NEXTEL COMMUNICATIONS, INC. Deferred Shares Agreement (Employee)
EXHIBIT 10.1
NEXTEL COMMUNICATIONS, INC.
Deferred Shares Agreement
(Employee)
WHEREAS, (the “Grantee”) is an employee of Nextel Communications, Inc. (the “Company”) or one of its Subsidiaries; and
WHEREAS, the execution of a deferred shares agreement in the favor of the Grantee in the form hereof has been authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors of the Company that was duly adopted effective as of (the “Date of Grant”);
NOW, THEREFORE, pursuant to the Company’s Amended and Restated Incentive Equity Plan (the “Plan”) and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby grants to the Grantee the right to receive shares (the “Deferred Shares”) of the Company’s Class A Common Stock, par value $.001 per share.
1. Vesting of Deferred Shares. (a) Subject to the terms and conditions of Sections 1(b) and 2 hereof, the Grantee’s right to receive the Deferred Shares shall vest and become non-forfeitable in equal one-half installments on and , respectively (each such date being referred to hereinafter as a “Deferred Vesting Date” and the period from the Date of Grant to being hereinafter referred to as the “Deferral Period”)
Notwithstanding the foregoing, if Grantee is subject to the policies of the Company permitting transactions in equity securities of the Company to be effected only during designated “window periods”, or if Grantee is otherwise subject to a “trading ban” or similar restrictions that would prevent resales of the Deferred Shares on the relevant Deferred Vesting Date, then unless the Grantee otherwise advises the Company in writing, the “Deferred Vesting Date” for the relevant installment(s) of Deferred Shares shall be (in lieu of the date(s) specified above) the first date following the relevant date(s) specified above on which such Grantee would be permitted to effect resales of Deferred Shares in compliance with applicable Company policies and/or law (as appropriate).
(b) Notwithstanding the provisions of Section 1(a) hereof, if the Grantee ceases to be employed by the Company or a Subsidiary (and otherwise ceases to continue to qualify as a Participant under and for purposes of the Plan) prior to the end of the Deferral Period (other than as a result of his or her death or disability) the Committee may in its sole discretion under such circumstances determine that the Grantee’s right to receive all or any portion of the Deferred Shares shall become vested and non-forfeitable as of such termination date.
Notwithstanding the provisions of Section 1(a) hereof, if the Grantee dies or becomes permanently disabled prior to the end of the Deferral Period, the Committee in its sole discretion may under such circumstances determine that all of the Deferred Shares shall become vested and non-forfeitable as of the day immediately preceding the date on which the Grantee’s employment by the Company or any of its Subsidiaries terminated by reason of his or her death or permanent disability.
(c) Forfeiture of Deferred Shares. Except as provided in Section 1(b) hereof, the Grantee’s Right to receive any Deferred Shares that have not previously become vested and non-forfeitable shall be forfeited automatically and without further notice on the date that the Grantee ceases to be an employee of the Company or any of its Subsidiaries (and otherwise ceases to continue to qualify as a Participant under and for purposes of the Plan) prior to the end of the Deferral
Period for any reason; provided, however, that the Committee may in its sole discretion under such circumstances determine that the Grantee’s right to receive all or any portion of the Deferred Shares shall become vested and non-forfeitable as of such termination date.
(d) Notwithstanding any other provision of this agreement, in the event that the Grantee commits an act that the Committee determines to have been intentionally committed and to be materially adverse to the interests of the Company or a Subsidiary, the Grantee’s right to receive those of the Deferred Shares that have not previously become vested and non-forfeitable shall be forfeited automatically and without further notice at the time of that determination.
2. Issuance of Deferred Shares. Subject to the terms and conditions of Section 4 hereof, the Deferred Shares shall be issuable to the Grantee at the time and to the extent that they become vested and non-forfeitable in accordance with Section 1 hereof.
3. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws in connection with the issuance of the Deferred Shares to Grantee as contemplated herein; provided, however, that notwithstanding any other provision of this agreement, the Company shall not be obligated to issue any Deferred Shares hereunder if the issuance thereof would result in a violation of any such law.
4. Transferability. The Grantee’s right to receive the Deferred Shares shall not be transferable by the Grantee except by will or the laws of descent and distribution, or as otherwise contemplated by, and in compliance with the applicable provisions of, the Plan.
5. Anti-Dilution/Anti-Expansion Adjustments. In the event of any change in the capital structure of the Company as a result of any stock dividend, stock split, recapitalization, reclassification, merger, consolidation, combination or exchange of shares or other similar corporate transaction or event, the Committee may in its sole discretion make such adjustments in the number of Deferred Shares granted hereunder as it may in good xxxxx xxxx necessary in order to prevent the dilution or expansion of the rights of the Grantee hereunder, and any and all such adjustments that may be made by the Committee shall be final and binding.
6. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any issuance or transfer hereunder of Deferred Shares to the Grantee or his or her estate, as the case may be, it shall be a condition to such issuance or transfer that the Grantee or his or her estate pay, or make arrangements satisfactory to the Company for the payment of, the balance of any such taxes. The Grantee may elect to satisfy all or any part of the balance of any withholding taxes by surrendering to the Company a portion of the vested and non-forfeitable Deferred Shares issued or transferred to the Grantee hereunder. Any Deferred Shares so surrendered by the Grantee shall be credited against the balance of any withholding taxes at the Market Value per Share (as defined in the Plan) of such Deferred Shares on the date of such surrender. If Grantee has not surrendered to the Company cash in an amount sufficient to pay any applicable withholding taxes by the applicable Deferred Vesting Date, the Company shall retain a portion of the vested and non-forfeitable Deferred Shares otherwise deliverable to the Grantee on the Deferred Vesting Date for payment of such withholding taxes.
7. Continuation of Employment. Neither this agreement nor any action taken hereunder shall be construed as giving the Grantee any right to continued employment with the Company or any Subsidiary, nor shall this agreement or any action taken hereunder be construed as entitling the Company or any Subsidiary to
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the services of the Grantee for any period of time. For the purposes of this agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed interrupted, and the Grantee shall not be deemed to have ceased to be employed by the Company or a Subsidiary, by reason of the transfer of his employment among the Company and its Subsidiaries.
8. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however; that no amendment shall adversely affect the rights of the Grantee hereunder without the Grantee’s consent.
9. Severability. In the event that one or more of the provisions of this agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
10. Governing Law. This agreement is made in, and shall be construed in accordance with, the laws of the State of Delaware.
11. Capitalized Terms. Capitalized terms that are used but not defined herein are used herein as defined in the Plan.
This agreement is executed by the Company on this day of , .
| NEXTEL COMMUNICATIONS, INC. | ||
| Xxxxxxxx Xxxx | ||
| Corporate Secretary |
The undersigned Grantee hereby acknowledges receipt of an executed original of this agreement and accepts the right to receive the Deferred Shares, subject to the terms and conditions of the Plan and the terms and conditions hereinabove set forth.
Grantee
Date:
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