NII HOLDINGS, INC. Restricted Stock Award Agreement (Directors)
Exhibit 10.3
NII HOLDINGS, INC.
(Directors)
THIS AGREEMENT, dated as of
the ___ day of ____________, between NII Holdings, Inc., a Delaware corporation
(the “Company”), and _________ (“Participant”), is made pursuant to and subject to the provisions
of the NII Holdings, Inc. 2004 Incentive Compensation Plan (the “Plan”). All terms that are used
herein that are defined in the Plan shall have the same meaning given them in the Plan.
1. Award
of Stock. Pursuant to the Plan, the Company, on _________ (the “Award
Date”), granted Participant ______ shares of Common Stock (“Restricted Stock”), subject
to the terms and conditions of the Plan and subject further to the terms and conditions set forth
herein.
2. Restrictions.
Except as provided in this Agreement, the Restricted Stock is
nontransferable and is subject to a substantial risk of forfeiture.
3. Vesting. Subject to paragraph 5 below, Participant’s interest in the shares of
Restricted Stock shall be transferable and nonforfeitable (“Vested”) as of the third anniversary of the
Award Date. Any shares that have not previously become Vested or
forfeited, shall become Vested as of the date of a Change in Control.
4. Death or Disability. Paragraph 3 to the contrary notwithstanding, if Participant dies or becomes
permanently and totally disabled within the meaning of section 22(e)(3) of the Internal Revenue
Code (“Disabled”), prior to the forfeiture of the shares of Restricted Stock under Paragraph 5, all
shares of Restricted Stock that are not then Vested shall become Vested as of the date of Participant’s death
or his becoming Disabled.
5. Forfeiture. All shares of Restricted Stock that are not then Vested shall be
forfeited if Participant’s service on the Board terminates prior to the date such shares become
Vested in accordance with paragraph 3 and 4 above.
6. Custody of Certificates. Custody of stock certificates evidencing the Restricted
Stock shall be retained by the Company so long as the Restricted Stock is not Vested. The Company
shall deliver to Participant the stock certificates evidencing the Common Stock as soon as
practicable after the Restricted Stock becomes Vested.
7. Stock Power. Participant shall deliver to the Company a stock power, endorsed in
blank, with respect to the Restricted Stock. The Company shall use the stock power to cancel any
shares of Restricted Stock that do not become Vested. The Company shall return the stock power to
Participant with respect to any shares of Restricted Stock that become Vested.
8. Shareholder Rights. Participant will have the right to receive dividends on and to
vote the Restricted Stock.
9. Fractional Shares. Fractional shares shall not be issuable hereunder, and when any
provision hereof or the Plan may entitle Participant to a fractional share, such fraction shall be
disregarded.
10. No Right to Continued Service. This Agreement does not confer upon Participant any
right with respect to continued service on the Board.
11. Change in Capital Structure. In accordance with the terms of the Plan, the terms
of this award shall be adjusted as the Committee determines is equitably required in the event the
Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of
shares or other similar changes in capitalization.
12. Governing Law. This Agreement shall be governed by the laws of the State of
Delaware.
13. Conflicts. In the event of any conflict between the provisions of the Plan as in
effect on the date of grant and the provisions of this Agreement, the provisions of the Plan shall
govern. All reference herein to the Plan shall mean the Plan as in effect on the Award Date.
14. Participant Bound by Plan. Participant hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions thereof.
15. Binding Effect. Subject to the limitations stated above and in the Plan, this
Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and
personal representatives of the Participant and the successors of the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf, and the
Participant has affixed his signature hereto.
NII HOLDINGS, INC. |
||||
By: | ||||
Xxxxxx X. Xxxxxx | ||||
Vice President, General Counsel and Secretary | ||||
PARTICIPANT |
||||
Dated: | |||||