STRATOS INTERNATIONAL INC. RESTRICTED STOCK AWARD AGREEMENT (DIRECTOR AWARD)
Exhibit 99.1
This agreement dated as of December 6, 2005 (the “Award Agreement”), is entered into by and
between Stratos International, Inc., a Delaware corporation (the “Company”), and
____________(the “Grantee”). All capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them by the Stratos Lightwave, Inc. 2003 Stock Plan (the
“Plan”).
(a) None of the Restricted Shares may be sold, transferred, pledged, hypothecated or
otherwise encumbered or disposed of until they have vested in accordance with Section 6 of
this Award Agreement.
(b) Any Restricted Shares that are not vested shall be forfeited to the Company
immediately upon termination of the Grantee’s service on the Board of Directors of the
Company (the “Board”).
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(a) All Restricted Shares shall become immediately vested upon a Change of Control, as
defined in the Plan.
(b) 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.
8. Applicable Law. The validity, construction, interpretation and enforceability of this
Award Agreement 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 Award Agreement to the substantive law of another
jurisdiction, and any litigation arising out of this Award Agreement 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.
GRANTEE ACKNOWLEDGES THAT IT IS HIS OR HER SOLE RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS
THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF. GRANTEE
IS RELYING SOLELY ON HIS OR HER OWN ADVISORS WITH RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE ANY 83(b) ELECTION.
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GRANTEE
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Stratos International, Inc. | |||
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Its: | ||||
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