EXHIBIT 10.20
IPCS, INC. 2004 LONG-TERM STOCK INCENTIVE PLAN
STOCK UNIT AGREEMENT
THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph
1), by and between the Participant and iPCS, Inc. (the "Company");
WITNESSETH THAT:
WHEREAS, the Company maintains the iPCS 2004 Long-Term Incentive Plan (the
"Plan"), which is incorporated into and forms a part of this Agreement and in
consideration of Participant's acceptance of the position of Chief Executive
Officer of the Company and for Participant's facilitating the Company's
emergence from bankruptcy, the Participant has been selected by the Committee to
receive this stock unit Award ("Stock Unit Award") under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. TERMS OF AWARD. The following terms used in this Agreement shall
have the meanings set forth in this paragraph 1:
(a) The "Participant" is Xxxxxxx X. Xxxxx.
(b) The "Grant Date" is the Effective Date.
(c) The number of Stock Units subject to this Agreement is seventy
five thousand (75,000) ("Units"). The number of shares of Stock subject to this
Agreement is seventy five thousand (75,000) ("Covered Shares"). Each Unit
represents a right to receive a Covered Share in the future pursuant to the
terms of this Agreement and the Plan.
(d) The "Delivery Date" is February 1, 2005.
Other terms used in this Agreement are defined in the Plan or elsewhere in
this Agreement.
2. AWARD. The Participant is hereby granted the number of Units set
forth in paragraph 1(c). Subject to the terms of this Agreement and the Plan,
the Units granted under this Agreement shall be fully vested as of the Grant
Date. The Company shall issue the Participant one (1) share of Stock free and
clear of any restrictions for each vested Unit as soon as practicable on or
following the Delivery Date; provided, however, the Participant shall maintain
the right to elect to extend the Delivery Date with respect to any or all Units,
provided such election is made in writing to the Company at least three months
prior to the scheduled Delivery Date and prior to the end of the calendar year
prior to the year in which the Delivery Date is scheduled to occur.
3. DIVIDEND EQUIVALENTS. The Participant shall be entitled to receive a
cash payment equal to any dividends and distributions paid with respect to the
Covered Shares ("Dividend Equivalents"); provided, however, that no Dividend
Equivalents shall be payable to or for the benefit of the Participant with
respect to record dates for such dividends or distributions occurring prior to
the Grant Date. Dividend Equivalents shall be paid at the same time as dividends
or distributions are paid to the holders of the Company's common stock.
4. NO VOTING RIGHTS. The Participant shall not be a shareholder of
record with respect to the Covered Shares during the period beginning on the
Grant Date and ending on the Delivery Date (the "Deferral Period") and shall
have no voting rights with respect to the Covered Shares during the Deferral
Period.
5. VESTING AND FORFEITURE OF UNITS. The Participant shall be fully
vested in the Units at all times during the Deferral Period and such Units shall
not be subject to forfeiture.
6. WITHHOLDING. The grant and delivery of Units or Covered Shares under
this Agreement are subject to withholding of all applicable taxes. At the
election of the Participant, and subject to such rules and limitations as may be
established by the Committee from time to time, such withholding obligations may
be satisfied through the surrender of shares of Stock which the Participant
already owns, or to which the Participant is otherwise entitled under the Plan.
7. DISCRETIONARY NATURE OF THE PLAN; NO VESTED RIGHTS. The Participant
hereby acknowledges and agrees that the Plan is discretionary in nature and
limited in duration, and may be amended, cancelled, or terminated by the
Company, in its sole discretion, at any time. The Participant further
acknowledges and agrees that this award granted under the Plan is a one-time
benefit and does not create any contractual or other right in favor of the
Participant to receive additional awards under the Plan in the future. Future
awards, if any, shall be at the sole discretion of the Company, including, but
not limited to, the timing of any award and the terms and conditions governing
such award.
8. HEIRS AND SUCCESSORS. This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If any
rights of the Participant or benefits distributable to the Participant under
this Agreement have not been exercised or distributed, respectively, at the time
of the Participant's death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be distributed to the Designated
Beneficiary, in accordance with the provisions of this Agreement and the Plan.
The "Designated Beneficiary" shall be the beneficiary or beneficiaries
designated by the Participant in a writing filed with the Committee in such form
and at such time as the Committee shall require. If a deceased Participant fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary and the Designated Beneficiary
survives the Participant but dies before the Designated Beneficiary's exercise
of all rights under this Agreement or before the complete distribution of
benefits to the Designated Beneficiary
2
under this Agreement, then any rights that would have been exercisable by the
Designated Beneficiary shall be exercised by the legal representative of the
estate of the Designated Beneficiary, and any benefits distributable to the
Designated Beneficiary shall be distributed to the legal representative of the
estate of the Designated Beneficiary.
9. ADMINISTRATION. The authority to manage and control the operation
and administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding.
10. FRACTIONAL SHARES. In lieu of issuing a fraction of a share
resulting from an adjustment of the Stock Unit Award pursuant to paragraph
5.2(f) of the Plan or otherwise, the Company will be entitled to pay to the
Participant an amount equal to the fair market value of such fractional share.
11. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company.
12. AMENDMENT. This Agreement may be amended in accordance with the
provisions of the Plan, and may otherwise be amended by written agreement of the
Participant and the Company without the consent of any other person.
13. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be
severable and enforceable to the extent permitted by law.
14. APPLICABLE LAW. The provisions of this Agreement shall be construed
in accordance with the laws of the State of DELAWARE, without regard to the
conflict of law provisions of any jurisdiction.
3
IN WITNESS WHEREOF, the Participant has executed this Agreement, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.
Participant
/s/ Xxxxxxx X. Xxxxx
iPCS, Inc.
By: /s/ Xxxx Xxxxx
--------------
Its: Director
4
