STRATOS INTERNATIONAL INC. RESTRICTED STOCK AWARD AGREEMENT
Exhibit 99.4
This agreement dated as of December 15, 2004, as amended and restated as of September 14, 2005
(the “Award Agreement”), is entered into by and between Stratos International Inc., a Delaware
corporation (the “Company”), and Xxxxxx X. Xxxxxx (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 later of the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates and Grantee’s service on the Stratos Board of Directors (the “Board”). |
(a) | Up to fifty percent (50%) of the Restricted Shares shall become vested prior to the fifth anniversary of the Award Date based on the extent to which the Company’s Revenue for a fiscal year exceeds the Company’s Revenue for its 2004 fiscal year. If the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) or serve on the Board through the last day of a fiscal year ending after the Company’s 2004 fiscal year and the Revenue reported by the Company for such fiscal year exceeds the Company’s Revenue for its 2004 fiscal year, then the Restricted Shares shall thereupon become immediately vested pursuant to the following schedule: |
Fiscal Year Revenue as a | ||||
Percentage of 2004 Fiscal Year | Percentage of Restricted Shares | |||
Revenue | Subject to Accelerated Vesting | |||
100% or less |
0 | % | ||
110% |
10 | % | ||
120% |
20 | % | ||
130% |
30 | % | ||
140% |
40 | % | ||
150% or more |
50 | % |
If the actual Revenue for a fiscal year is more than 100% and less than 150% of the
Company’s Revenue for its 2004 fiscal year and is not set forth above, the
percentage of Restricted Shares subject to accelerated vesting shall be determined
by interpolating the percentages set forth above. For purposes of the Plan, the
Company’s “Revenue” shall mean the Company’s gross revenue as determined by the
Committee and set forth in the audited consolidated financial statements of the
Company, prepared in accordance with generally accepted accounting principles
(“GAAP”). The Committee, in its sole discretion, may adjust the Revenue targets
set forth herein to take into account any unusual or nonrecurring events affecting
the Company or any Subsidiary or Affiliate or the financial statements of the
Company or any Subsidiary or Affiliate,
including without limitation any acquisitions or dispositions, and any changes in
applicable laws, regulations or accounting principles.
(b) | Up to fifty percent (50%) of the Restricted Shares shall become vested prior to the fifth anniversary of the Award Date based on the extent to which EBIT goals set forth herein are achieved after the Company’s 2004 fiscal year. If the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) or serve on the Board through the last day of the first fiscal year for which the Company reports positive EBIT for the full fiscal year (the “Base Year”), then twenty percent (20%) of the Restricted Shares shall thereupon become immediately vested. If the Grantee continues to be employed by the Company (or a Subsidiary or Affiliate thereof) through the last day of any subsequent fiscal year for which the Company reports EBIT that exceeds the EBIT for the Base Year, the Restricted Shares shall thereupon become immediately vested pursuant to the following schedule: |
Excess of Fiscal Year EBIT | Percentage of Restricted Shares | |||
Over Base Year EBIT | Subject to Accelerated Vesting | |||
$0 |
0 | % | ||
$1 million |
10 | % | ||
$2 million |
20 | % | ||
$3 million or more |
30 | % |
If the actual EBIT for a fiscal year exceeds the EBIT for the Base Year by more
than $1 million and less than $3 million and is not set forth above, the percentage
of Restricted Shares subject to accelerated vesting shall be determined by
interpolating the percentages set forth above. For purposes of this Agreement,
“EBIT” shall mean the consolidated earnings before interest and taxes of the
Company as a whole, as determined by the Committee in accordance with the audited
financial statements of the Company, prepared in accordance with GAAP. The
Committee, in its sole discretion, may adjust the EBIT targets set forth herein to
take into account any unusual or nonrecurring events affecting the Company or any
Subsidiary or Affiliate or the financial statements of the Company or any
Subsidiary or Affiliate, including without limitation any acquisitions or
dispositions, and any changes in applicable laws, regulations or accounting
principles.
(c) | All Restricted Shares shall become immediately vested upon a Change of Control, as defined in the Plan, that occurs after December 15, 2005. In addition, 25% of the Restricted Shares shall become immediately vested upon a Change of Control, as defined in the Plan, that occurs on or prior to December 15, 2005. |
(d) | All Restricted Shares shall become immediately vested (i) if the Grantee’s employment with the Company and all of its Subsidiaries and Affiliates is terminated due to: (A) retirement on or after Grantee’s fifty-fifth birthday with the consent of the Company; (B) retirement at any age on account of total and permanent disability as determined by the Company; or (C) death, or (ii) if the Grantee’s service on the Board shall terminate for any reason other than (A) voluntary resignation other than due to the Grantee’s total and permanent disability as determined by the Committee or (B) 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
|
Stratos International Inc. | |||
Xxxxxx X. Xxxxxx
|
Xxxxx Xxxxxxxxxxxxx, Chief Financial Officer |