CIG WIRELESS CORP.
Exhibit 10.2
As of March 20, 2015
Xxxx XxXxxx
00000 Xxxxx Xxxxx Xxx, Xxxxx X
Xxxxxxxxxx, XX 00000
| Re: | 2015 Incentive Bonus Plan Agreement |
Dear Xxxx:
We are pleased to inform you that the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CIG Wireless Corp., a Nevada corporation (the “Company”), has determined that you are eligible to receive a special one-time bonus (the “Plan Bonus”), subject to the terms and conditions of the Company’s 2015 Incentive Bonus Plan (the “Plan”) and this letter agreement (the “Agreement”), including without limitation your continued employment by the Company through the Closing Date of a Realization Event, unless expressly provided otherwise in the Plan. The Plan Bonus, if any, shall be calculated and paid in accordance with the terms of the Plan and this Agreement. A copy of the Plan accompanies this Agreement. Payment of the Plan Bonus is subject to your execution and delivery of the Release and your agreement and compliance with the terms of the non-solicitation, confidentiality, cooperation and other covenants, as applicable, in Article VI of the Plan, and a portion of your Plan Bonus will also be subject to (i) a “holdback” and possible forfeiture pursuant to Section 4.3 of the Plan, and (ii) possible repayment pursuant to Section 1 of this Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Plan.
The opportunity to receive the Plan Bonus is being offered to you in lieu of, and to replace, the grant of restricted stock that was awarded to you under the special management incentive program (the “MIP”) established under the Company’s 2014 Equity Incentive Plan (such grant, your “MIP Award”) pursuant to the award letter dated February 27, 2014, as amended May 9, 2014 (the “MIP Award Letter”). As set forth in Section 2 below, you agree you will waive any and all claims against the Company and its shareholders regarding your MIP Award, which award will be cancelled and void effective upon payment of the Initial Payment (as defined below).
1. Plan Bonus Amount. Subject to the terms and conditions of the Plan and this Agreement, your Plan Bonus will be an amount equal to the percentage (the “Applicable Percentage”) of the Plan Bonus Pool set forth on Exhibit A (subject to re-calculation as provided in the Plan), payable as set forth in the Plan, including conditional payment, and possible forfeiture, of the Holdback Amount. Pursuant to Section 4.3(b) of the Plan, your Holdback Amount shall be twenty-five percent (25%) of your Plan Bonus; provided, however, that in the event your Holdback Charge exceeds your Holdback Amount, upon written notice from the Company in accordance with Section 8.13 of the Plan, you shall promptly pay to the Company an amount equal to the amount by which your Holdback Charge exceeds your Holdback Amount, up to a maximum of an additional twenty-five percent (25%) of your Plan Bonus (the “Indemnity Payment”); provided, further, however, that for purposes of Section 2.9 of the Indemnification Agreement, your Holdback Amount shall be deemed to be the sum of (x) your Holdback Amount (as determined in accordance with Section 1 of this Agreement), and (y) the maximum Indemnity Payment. Your Holdback Charge shall initially be equal to the total amount of the Indemnity Claims multiplied by eight percent (8%) and subject to recalculation as provided in Section 5.1(b) of the Plan. The Indemnity Payment shall survive any cancellation of this Award Agreement pursuant to Section 5.1(a) of the Plan. In no event shall any portion of your Plan Bonus be re-allocated pursuant to Section 5.1(b) of the Plan.
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2. Cancellation of MIP Award. You acknowledge and agree that payment of the Plan Bonus is in lieu of, and to replace, any payment otherwise payable to you with respect to your MIP Award. By signing this Agreement, you agree that you will waive any and all claims you may have against the Company or its stockholders in connection with your MIP Award, which shall be cancelled and forfeited, and which shall be null, void and without any legal force or effect, effective upon payment on the Closing Date of the amount payable pursuant to Section 4.3(a) of the Plan (the “Initial Payment”). If a Realization Event does not occur on or before the Bonus Expiration Date, your MIP Award shall not be cancelled or forfeited, and shall remain outstanding in accordance with the terms of your MIP Award Letter. You acknowledge and agree that payment of the Initial Payment is good and valuable consideration for the cancellation of your MIP Award.
3. Opportunity for Review. You agree that the Plan Bonus is granted under and governed by the terms and conditions of the Plan, and you agree to be bound by the terms and conditions of the Plan, which are incorporated herein by reference and which control in case of any conflict with this Agreement. You confirm that you have reviewed the Plan and this Agreement in their entirety. You acknowledge and agree that you have had an opportunity to consult, and you have consulted, to the extent so desired, with financial, legal and tax advisors of your own selection with respect to the Plan and this Agreement, including, in particular the tax treatment of the Plan Bonus as it compares to the tax treatment of the MIP Award, the non-solicitation, confidentiality and cooperation covenants in Article VI of the Plan, and the payment provisions in Section 4.3 of the Plan. You further acknowledge and agree that you have not received and are not relying on the Company or any of its Subsidiaries or Affiliates, or any of their respective advisors, for any such advice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions relating to the Plan or this Agreement.
4. General Provisions.
(a) To the extent of any conflict between the terms of this Agreement and the Plan, on the one hand, and the MIP Award Letter and the MIP, on the other hand, this Agreement and the Plan shall control.
(b) This Agreement may not be amended except by written instrument signed by each of the parties hereto.
(c) This Agreement shall be governed by and construed in accordance with the laws and judicial decisions of the State of Nevada, without regard to principles of conflicts of laws. You and the Company hereby agree to waive the right to a jury trial in any dispute under the Plan or this Agreement or any of the agreements referenced herein.
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(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.
| CIG WIRELESS CORP. | |||
| By: | /s/ Xxxxxx Xxx-Xxxxxxx | ||
| Name: | Xxxxxx Xxx-Xxxxxxx | ||
| Title: | Chief Financial Officer | ||
| /s/ Xxxx XxXxxx | |||
| Name: | Xxxx XxXxxx | ||
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EXHIBIT A
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