Exhibit 10.1
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Global Signal Inc.
Form of Restricted Shares Award Agreement
This Restricted Shares Award Agreement (the "Agreement"), executed as of
___________, is entered into by and between Global Signal Inc., a Delaware
Corporation with its principal office at 000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx 00000 (the "Corporation"), and _____________________________
("Employee").
WHEREAS, the Corporation has established the Global Signal Inc. Omnibus Stock
Incentive Plan (the "Plan"), a copy of which may be obtained by written or
telephonic request to the Corporation's Secretary, and which Plan is made a
part hereof;
WHEREAS, the Employee is a valued and trusted employee of the Corporation and
the Corporation believes it to be in the best interests of the Corporation to
secure the future services of the Employee by providing the Employee with an
inducement to remain an employee of the Corporation or any of its affiliates or
subsidiaries and through the grant of shares of common stock, par value $0.01
per share, of the Corporation (the "Common Stock"); and
WHEREAS, on ___________ (the "Grant Date") the Compensation Committee of the
Board of Directors of the Corporation determined that the Employee be granted
shares of the Common Stock subject to the restrictions stated below and as
hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants and promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1) Grant of Stock. Pursuant to Section 9 of the Plan, and subject to the
terms and conditions of this Agreement and of the Plan, the
Corporation hereby grants to the Employee ________________________
shares of Common Stock, effective as of the Grant Date (the
"Restricted Stock"). As more fully described below, the Restricted
Stock granted hereby is subject to forfeiture by the Employee if
certain criteria are not satisfied.
2) Vesting Schedule. The Corporation shall cause each certificate for
Restricted Stock to be issued in Employee's name and such shares shall
be fully paid and nonassessable and free from preemptive rights. The
interest of the Employee in the Restricted Stock shall vest as to
one-third of such Restricted Stock on the third anniversary of the
Grant Date, and as to an additional one-third on each succeeding
anniversary date, so as to be 100% vested on the fifth anniversary
thereof, conditioned upon the Employee's continued employment with the
Corporation as of each vesting date. Notwithstanding the foregoing,
the interest of the Employee in the Restricted Stock shall vest as to:
a) One third of the Restricted Stock upon a termination of the
Employee's employment (i) due to the Employee's death, (ii) by
the Corporation other than for "Cause" (as defined below) or
(iii) by the Employee for "Good Reason" (as defined below), and
in any of the events set forth in this Section 2.a., the
remainder of the Restricted Stock shall be forfeited; or
b) 100% of the then unvested Restricted Stock in the event of both
(i) a "Change of Control" (as defined in the Plan) and (ii)
Employee's employment is terminated other than for Cause or
Employee terminates his or her employment for Good Reason within
12 months of the Change of Control.
For the purposes of this Agreement (A) "Cause" shall have the meaning set
forth in the Plan and (B) "Good Reason" shall mean the occurrence,
without the express prior written consent of Employee, of any of the
following circumstances, unless such circumstances are fully corrected by
the Corporation within thirty (30) days following written notification by
Employee (which written notice must be delivered within thirty (30) days
of the Employee's becoming aware of the occurrence of such circumstances)
that he or she intends to terminate his or her employment for one of the
reasons set forth below: (1) the failure by the Corporation to pay to
Employee any portion of Employee's current compensation within thirty
(30) days of the date such compensation is due; or (2) a failure by the
Corporation to comply with any material provision of this Agreement.
3) Restrictions.
a) The Restricted Stock or rights granted hereunder may not be sold,
pledged or otherwise transferred until the Restricted Stock
becomes vested in accordance with Section 2. The period of time
between the date hereof and the date Restricted Stock becomes
vested, with respect to each portion of the Restricted Stock, is
referred to herein as the "Restricted Period."
b) Except as otherwise set forth herein, if the Employee's
employment with the Corporation is terminated for any reason,
the Restricted Stock subject to the provisions of this Agreement
which have not vested at the time of the Employee's termination
of employment shall be forfeited by the Employee, and ownership
transferred back to the Corporation.
4) Legend. All certificates representing any shares of Stock of the
Corporation subject to the provisions of this Agreement shall have
endorsed thereon the following legend:
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THE SHARES REPRESENTED BY THIS STOCK CERTIFICATE HAVE BEEN GRANTED AS
RESTRICTED STOCK. WITHOUT THE PRIOR WRITTEN CONSENT OF THE CORPORATION, THE
SHARES REPRESENTED BY THIS STOCK CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
PLEDGED, OR ASSIGNED OR OTHERWISE ENCUMBERED OR DISPOSED OF UNLESS THE
RESTRICTIONS SET FORTH IN THE UNVESTED STOCK AWARD AGREEMENT BETWEEN THE
REGISTERED HOLDER OF THESE SHARES AND THE CORPORATION SHALL HAVE LAPSED.
The Corporation may endorse such legend or legends upon the stock
certificates for Restricted Stock and may issue such "stop
transfer" instructions to its transfer agent in respect of such
Restricted Stock as, in its discretion, it determines to be
necessary or appropriate to: (i) prevent a violation of, or to
perfect an exemption from, the registration requirements of the
Securities Act of 1933, as amended; and (ii) implement the
provisions of the Agreement and any agreement between the
Corporation and the Employee.
5) Escrow. Upon execution of this Agreement, the certificate or
certificates evidencing the Restricted Stock subject hereto together
with the stock power, attached hereto as Exhibit A, shall be delivered
to and deposited with the Secretary of the Corporation as Escrow Agent
in this transaction. Such certificates are to be held by the Escrow
Agent until termination of the Restricted Period, when they shall be
released by said Escrow Agent to the Employee. The Corporation shall
serve as attorney-in-fact for the Employee during the Restricted
Period, with full power and authority in the Employee's name to assign
and convey to the Corporation any Restricted Stock held by the
Corporation for the Employee if the Employee forfeits the Restricted
Stock under the terms of this Agreement. Upon the vesting of the
Restricted Stock, the Corporation shall so notify the Secretary of the
Corporation and the Secretary shall obtain from the Corporation stock
certificates representing all such shares that have vested, which
stock certificates shall not bear any restrictive endorsement making
reference to this Agreement, and shall promptly issue and deliver such
stock certificates, if any, to the Employee.
6) Employee Shareholder Rights. During the Restricted Period, the
Employee shall have all the rights of a shareholder with respect to
the Restricted Stock except for the right to transfer the Restricted
Stock, as set forth in Section 3. Accordingly, the Employee shall have
the right to vote the Restricted Stock and to receive any dividends
paid to or made with respect to the Restricted Stock.
7) Permanent and Total Disability of Employee. In the event of the
Disability of the Employee, any vested Restricted Stock shall be
delivered to the Employee if legally competent or to a legally
designated guardian or representative if the Employee is legally
incompetent.
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8) Death of Employee. In the event of the Employee's death after any
vesting date but prior to the delivery to Employee in accordance with
Section 5 above of certificates representing the shares which have
vested, certificates representing such shares shall be delivered to
the Employee's estate or designated beneficiary.
9) Taxes. Notwithstanding anything to the contrary, the release of the
shares of Restricted Stock hereunder shall be conditioned upon
Employee making adequate provision for federal, state or other
withholding obligations, if any, which may arise upon the vesting of
the Restricted Stock.
Set forth below is a brief summary as of the Grant Date of certain
United States federal tax consequences of the award of Restricted
Stock. THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN
TAX CONSEQUENCES THAT MAY BE APPLICABLE TO THE EMPLOYEE. THE EMPLOYEE
UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
Unless the Employee has filed a Section 83(b) election as discussed below,
the Employee shall recognize ordinary income at the time or times the
Restricted Stock vests in an amount equal to the fair market value of such
shares on each such date.
The Employee hereby acknowledges that he or she has been informed that,
with respect to the grant of Restricted Stock, an election may be filed by
the Employee with the Internal Revenue Service, within 30 days of the
Grant Date, electing pursuant to Section 83(b) of the Internal Revenue
Code of 1986, as amended (the "Code"), to be taxed currently on the fair
market value of the Restricted Stock as of the Grant Date.
THE EMPLOYEE ACKNOWLEDGES THAT IT IS THE EMPLOYEE'S SOLE RESPONSIBILTY AND
NOT THE CORPORATION'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF
THE CODE, EVEN IF THE EMPLOYEE REQUESTS THE CORPORATION OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON THE EMPLOYEE'S BEHALF.
BY SIGNING THIS AGREEMENT, THE EMPLOYEE REPRESENTS THAT HE OR SHE HAS
REVIEWED WITH HIS OR HER OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON
ANY STATEMENTS OR REPRESENTATIONS OF THE CORPORATION OR ANY OF ITS AGENTS.
THE EMPLOYEE UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE
CORPORATION) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS
A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
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10) Miscellaneous.
a) The Corporation shall not be required (i) to transfer on its
books any shares of Stock of the Corporation which shall have
been sold or transferred in violation of any of the provisions
set forth in this Agreement, or (ii) to treat as owner of such
shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been
so transferred.
b) The parties agree to execute such further instruments and to take
such action as may reasonably be necessary to carry out the
intent of this Agreement.
c) Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon delivery to
the Employee at his or her address then on file with the
Corporation.
d) Neither the Plan nor this Agreement nor any provisions under
either shall be construed so as to grant the Employee any right
to remain in the employ of the Corporation.
e) This Agreement and the Plan contain the entire understanding and
agreement of the parties concerning the subject matter hereof,
and supersede all earlier negotiations and understandings,
whether written or oral, between the parties with respect
thereto. This Agreement is made under and subject to the
provisions of the Plan, and all of the provisions of the Plan are
hereby incorporated by reference into this Agreement. In the
event of any conflict between the provisions of this Agreement
and the provisions of the Plan, the provisions of the Plan shall
govern. By signing this Agreement, the Employee confirms that he
or she has received a copy of the Plan and has had an opportunity
to review the contents thereof.
f) Any dispute regarding the interpretation of this Agreement shall
be submitted by Employee or the Corporation to the Corporation's
Board of Directors for review. The resolution of such a dispute
by the Corporation's Board of Directors shall be final and
binding on the Corporation and the Employee.
g) This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware applicable
to agreements wholly to be executed and to be performed therein.
If any one or more of the provisions of this Agreement shall be
held to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.
h) Any dispute, claim, controversy or claim arising out of, relating
to or in connection with this Agreement, or the breach,
termination or validity thereof, shall be brought exclusively in
any Federal or State court in the State of New York, County of
New York. Both parties hereto expressly and irrevocably submit
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to the jurisdiction of said courts and irrevocably waive any
objection which either of them may now or hereafter have to the
laying of venue of any action, suit or proceeding arising out of
or relating to this Agreement brought in such courts, irrevocably
waive any claim that any such action, suit or proceeding brought
in any such court has been brought in an inconvenient forum and
further irrevocably waive the right to object, with respect to
such claim, action, suit or proceeding brought in any such court,
that such court does not have jurisdiction over such party. The
parties hereto hereby irrevocably consent to the service of
process by registered mail, postage prepaid, or by personal
service within or without the State of New York. Nothing
contained herein shall affect the right to serve process in any
manner permitted by law.
i) The Corporation may assign any of its rights under this
Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Corporation. Subject
to the restrictions on transfer set forth herein, this Agreement
shall be binding upon the Employee and Employee's heirs,
executors, administrators, legal representatives, successors and
assigns.
j) Employee hereby acknowledges receipt of a copy of this Agreement.
Employee has read and understands the terms and provisions
thereof, and accepts the Restricted Stock subject to all the
terms and conditions of this Agreement.
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IN WITNESS WHEREOF, the Corporation has caused this instrument to be executed
by a duly authorized officer and the Employee has hereunto affixed his or her
hand the day and year first above written.
Global Signal Inc.
By:
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Name:
Title:
Employee
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Name:
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EXHIBIT A
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STOCK POWER
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FOR VALUE RECEIVED, __________________________________________ ("Employee"),
hereby sells, assigns, transfers and conveys unto
_______________________________________________, ______________________ shares
of the Common Stock, par value $0.01 per share, of Global Signal Inc., a
Delaware corporation (the "Company"), standing in Employee's name on the books
of the Company represented by Certificate No. ________ herewith, and do hereby
irrevocably constitute and appoint ________________________________________
attorney to transfer the said stock on the books of the Company with full power
of substitution in the premises. The authority granted by this Stock Power
shall be limited (i) to the shares of Restricted Stock granted to Employee in
accordance with the Restricted Shares Award Agreement between the Company and
Employee, dated as of ____________________________________, to which this Stock
Power is "Exhibit A" (the "Agreement") and (ii) to exercise solely in the
accordance with the provisions of the Agreement, including Section 5 thereof.
By: ____________________________________
Name: ____________________________________
Dated: ____________________________________
