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EXHIBIT (d)(3)
AGREEMENT
AGREEMENT, dated as of [October] __, 2001 ("Agreement") between
Brightpoint, Inc., a Delaware corporation ("Brightpoint") and [Name of Executive
Officer] ("[Officer]").
WHEREAS, the Compensation Committee of the Board of Directors (the
"Committee") has effective August 30, 2001, authorized the grant of options
("August 2001 Options") under each of Brightpoint's 1994 Stock Option Plan and
1996 Stock Option Plan to certain of its employees (including executive
officers); and
WHEREAS, the Committee determined that [Officer] be entitled to
___________ of the August 2001 Options (the "[Officer] Options") but has
deferred the grant of [Officer] Options to [Officer] until after the
Cancellation Date (as such term is defined in the Offer to Exchange filed with
the Securities and Exchange Commission ("SEC") on August 31, 2001, as the same
may be amended from time to time (the "Offer to Exchange")) relating to
Brightpoint's tender offer to exchange options held by certain employees and
directors (the "Exchange Offer"); and
WHEREAS, [Officer] has elected to participate in the Exchange Offer by
tendering certain of his eligible options which have been accepted by
Brightpoint for cancellation; and
WHEREAS, as a result of [Officer]'s participation in the Exchange Offer
[Officer] will not be eligible to receive his grant of [Officer] Options until
the Replacement Grant Date (as such term is defined in the Offer to Exchange);
and
WHEREAS, for the purpose of making the calculation provided for in
Section 9(d)(ii)(B) of [Officer]'s Amended and Restated Employment Agreement,
dated July 1, 1999, as further amended on January 1, 2001 (the "Employment
Agreement"), the parties hereto wish to treat the [Officer] Options as having
been granted as of August 30, 2001.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants of this Agreement, the parties hereto agree as follows:
1. [Officer] acknowledges and agrees that as a result of the
cancellation by Brightpoint of his eligible options tendered in accordance with
the Exchange Offer, [Officer] will not be eligible to receive the grant of his
[Officer] Options until the Replacement Grant Date; provided, further, that
[Officer] remains an employee or director of Brightpoint, as the case may be,
through the Replacement Grant Date.
2. Brightpoint hereby acknowledges and agrees that for the purpose of
making the calculation provided for in Section 9(d)(ii)(B) of [Officer]'s
Employment Agreement, Brightpoint will treat the [Officer] Options as having
been granted on August 30, 2001.
3. This Agreement constitutes the entire agreement between the
undersigned and Brightpoint. This Agreement may only be amended by means of a
writing signed by [Officer] and a duly authorized officer of Brightpoint.
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4. This Agreement shall be governed by and construed in accordance with
the laws of the State of Indiana.
5. This Agreement shall be for the benefit of and be binding upon, the
parties hereto and their respective heirs, legal representative, successors and
permitted assigns.
6. In the event that any term or condition in this Agreement shall for
any reason be held by a court of competent jurisdiction to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other term or condition of this Agreement, but this
Agreement shall be construed as if such invalid or illegal or unenforceable term
or condition had never been contained herein.
7. This Agreement may be executed by the parties in one or more
counterparts, each of which shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
BRIGHTPOINT, INC.
By:
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Name:
Title:
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[Officer]
