RESTRICTED STOCK AGREEMENT UNDER THE LORAL SPACE & COMMUNICATIONS INC. 2005 STOCK INCENTIVE PLAN
Exhibit 10.27
[DIRECTOR 2008 GRANT]
THIS AGREEMENT, made as of the 20th day of May, 2008 by and between LORAL SPACE &
COMMUNICATIONS INC. (the “Company”) and __________________ (the “Grantee”).
W I T N E S S E T H :
WHEREAS, the Grantee is now a member of the Board of Directors (the “Board”) of the Company
(as hereinafter defined) and the Company desires to have him remain in such capacity and to afford
him the opportunity to acquire, or enlarge, his stock ownership in the Company so that he may have
a direct proprietary interest in the Company’s success.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties
hereto hereby agree as follows:
1. Grant of Restricted Stock. Subject to the restrictions, terms and conditions set
forth herein and in the Company’s 2005 Stock Incentive Plan (the “Plan”), the Company hereby grants
to the Grantee ____________ shares of the Company’s common stock, par value per share $0.01 (the
“Restricted Stock”). Capitalized terms not otherwise defined herein shall have the same meaning as
set forth in the Plan.
2. Restrictions and Vesting.
(a) Except as provided in this Agreement, shares of Restricted Stock are not transferable and
are subject to a substantial risk of forfeiture until vested as set forth in Section 2(b). The
Grantee’s interest in the Restricted Stock shall become transferable and nonforfeitable as of the
vesting dates provided in Section 2(b) (each, a “Vesting Date”), provided the Grantee is a member
of the Board on the Vesting Date and has been a member throughout the period beginning on the date
of this Agreement and ending on the applicable Vesting Date. If the Grantee’s membership on the
Board is terminated for any reason, any unvested shares of Restricted Stock shall be forfeited by
the Grantee without consideration.
(b) The Restricted Stock shall vest, become transferable and no longer be subject to a
substantial risk of forfeiture pursuant to the following schedule: (i) fifty percent (50%) of the
shares of Restricted Stock (rounded down to the nearest whole share) shall vest and the transfer
restrictions thereon shall lapse on the first anniversary of the date of this Agreement; and (ii)
the remaining number of unvested shares of Restricted Stock shall vest and the transfer
restrictions thereon shall lapse on the second anniversary of the date of this Agreement.
3. Issuance of Restricted Stock. Restricted Stock may be issued, at the Company’s
option, as follows: (i) certificates evidencing the Restricted Stock may be issued by the Company
(and, if so, shall be registered in the Grantee’s name on the stock transfer books of the
Company promptly after the date hereof, but shall remain in the physical custody of the
Company or its designee at all times prior to the vesting of such Restricted Stock pursuant to
Section 2(b)) or (ii) may be registered in book entry form on the stock transfer books of the
Company without issuance of physical certificates. As a condition to the grant of the Restricted
Stock hereby, the Grantee shall deliver to the Company the stock powers (attached hereto as Exhibit
A), duly endorsed in blank, relating to the unvested Restricted Stock (the “Stock Powers”) within
ten (10) business days following date of receipt of this Agreement by the Grantee. Failure to
deliver the Stock Powers shall cause the Restricted Stock to be forfeited back to the Company.
4. Rights as a Stockholder. The Grantee shall be the record owner of the shares of
Restricted Stock until or unless such Restricted Stock is forfeited pursuant to Section 2 hereof,
and as record owner shall generally be entitled to all rights of a Stockholder with respect to the
Restricted Stock; provided, however, that the Company will retain custody of all dividends and
distributions, if any (“Retained Distributions”), made or declared on the Restricted Stock (and
such Retained Distributions shall be subject to forfeiture and the same restrictions, terms and
vesting and other conditions as are applicable to the Restricted Stock) until such time, if ever,
as the Restricted Stock with respect to which such Retained Distributions shall have been made,
paid or declared shall have become vested, and such Retained Distributions shall not bear interest
or be segregated in a separate account. As soon as practicable following each Vesting Date,
certificates for the Restricted Stock which vested on such Vesting Date, and any applicable
Retained Distributions, shall be delivered to the Grantee or to the Grantee’s legal guardian or
representative and the stock power relating thereto shall be cancelled.
5. Legend on Certificates. The certificates representing the vested Restricted Stock
delivered to the Grantee as contemplated by Section 4 above shall be subject to such stop transfer
orders and other restrictions as the Company may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange upon which such
shares are listed, and any applicable federal or state laws, and the Company may cause a legend or
legends to be put on any such certificates to make appropriate reference to such restrictions as
the Company deems appropriate.
6. No Right to Continued Board Membership. This Agreement does not confer upon the
Grantee any right to continuance of membership on the Board, nor shall it interfere in any way with
the right of the Company to terminate his or her Board membership at any time.
7. Transferability. The Restricted Stock may not, at any time prior to becoming
vested pursuant to Section 2(b), be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Grantee and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable.
8. Notice. Every notice or other communication relating to this Agreement shall be in
writing, and shall be mailed to or delivered to the party for whom it is intended at such address
as may from time to time be designated by it in a notice mailed or delivered to the other party as
herein provided; provided that, unless and until some other address be so designated, all notices
or communications by the Grantee to the Company shall be mailed or delivered to the Company at its
New York office and all notices or communications by the Company to the Grantee may be given to the
Grantee personally or may be mailed to the Grantee’s home address as reflected on the books of the
Company.
-2-
9. Arbitration. All disputes between the parties arising out of, or in connection
with the validity, interpretation, construction, meaning or execution of the Plan or of this
Agreement or any settlement thereof, shall be finally settled by arbitration to be held in New York
City and conducted in accordance with the Rules of the American Arbitration Association. Judgment
upon the award rendered may be entered in any court having jurisdiction or application may be made
to such court for judicial acceptance of the award and an order of enforcement, as the case may be.
10. Governing Law. The validity, interpretation and performance of this Agreement
shall be controlled by and construed under the laws of Delaware, without giving effect to the
principles of conflicts of law.
11. Special Tax Election.
(a) Under Section 83 of the Code, the excess of the Fair Market Value of the Restricted Stock
on the date any forfeiture restrictions applicable to such shares lapse over the purchase price
paid for those shares will be reportable as ordinary income on the lapse date. For this purpose,
the term “forfeiture restrictions” includes vesting provisions applicable to the Restricted Stock
as provided in Section 2 hereof. The Grantee may elect under Section 83(b) of the Code to be taxed
at the time the Restricted Stock is acquired, rather than when and as such Restricted Stock ceases
to be subject to such forfeiture restrictions. Such election must be filed with the Internal
Revenue Service within thirty (30) days after the date of this Agreement.
(b) A BRIEF EXPLANATION OF THE ELECTION AND THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS
EXHIBIT B HERETO. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE
THIRTY (30) DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE
RESTRICTIONS LAPSE.
(c) THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE REQUESTS
THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.
* * *
-3-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written.
| LORAL SPACE & COMMUNICATIONS INC. | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | Vice Chairman, Chief Executive Officer and President | |||||
| Grantee | ||||||
Address of Grantee: |
||
| Social Security No.: — — | ||
-4-
EXHIBIT A
[NOTE:
THERE SHOULD BE ONE STOCK POWER SIGNED FOR EACH VESTING
TRANCHE]
STOCK POWER
FOR
VALUE RECEIVED ____________ hereby sell(s), assign(s) and transfer(s) unto Loral Space &
Communications Inc. (the “Company”), ____________ (___) shares of the Common Stock of the
Company standing in his or her name on the books of the Company
represented by Certificate No. ____________
herewith and do(es) 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.
Dated:
Signature
Instruction: Please do not fill in any blanks other than the signature line. Please sign exactly
as you would like your name to appear on the issued stock certificate.
EXHIBIT B
EXPLANATION OF A
SECTION 83(b) TAX ELECTION
SECTION 83(b) TAX ELECTION
In general, Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that
a Grantee of shares subject to any forfeiture restrictions will recognize income equal to the
excess of the Fair Market Value of the shares on the date any forfeiture restrictions applicable to
such shares lapse over the amount paid for such shares. For this purpose, the term “forfeiture
restrictions” includes the restrictions placed upon the Restricted Stock pursuant to Section 2 of
the Restricted Stock Agreement to which this explanation is attached as Exhibit B.
The Grantee, however, may elect under Section 83(b) of the Code to be taxed at the time the
Restricted Stock is acquired, rather than on each date the Restricted Stock ceases to be subject to
forfeiture restrictions. The election must be filed with the Internal Revenue Service within
thirty (30) days after the date of grant and a copy must be filed with the Company. A second copy
must be attached to the Grantee’s tax return for the taxable year in which the election occurred.
A form for making this election is attached as part of this exhibit. FAILURE TO MAKE THIS FILING
WITHIN THE APPLICABLE THIRTY (30) DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY
THE GRANTEE AS THE FORFEITURE RESTRICTIONS LAPSE.
THE DISCUSSION ABOVE IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT TO BE A COMPLETE DISCUSSION
OF ALL POTENTIAL TAX EFFECTS RELEVANT TO GRANTEES UNDER THE PLAN. SUCH DISCUSSION IS BASED UPON
CURRENT LAW AND INTERPRETATIONAL AUTHORITIES WHICH ARE SUBJECT TO CHANGE AT ANY TIME. IT IS
STRONGLY URGED THAT GRANTEES CONSULT WITH THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF
RECEIPT OF MAKING A SECTION 83(b) TAX ELECTION WITH RESPECT TO THEIR PERSONAL TAX CIRCUMSTANCES.
ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY IN
GROSS INCOME IN YEAR OF TRANSFER UNDER CODE § 83(b)
GROSS INCOME IN YEAR OF TRANSFER UNDER CODE § 83(b)
The undersigned hereby elects pursuant to § 83(b) of the Internal Revenue Code with respect to
the property described below and supplies the following information in accordance with the
regulations promulgated thereunder:
| 1. | The name, address and taxpayer identification number of the undersigned are: |
Name: |
||||
Address:
|
||||
SS#:
|
||||
| 2. | Description of property with respect to which the election is being made: |
The
undersigned has received ___ shares of Common Stock of Loral Space & Communications Inc.
(the “Company”).
| 3. | The date on which property was transferred is ___, ___. | |
| 4. | The taxable year to which this election relates is calendar year . | |
| 5. | The nature of the restriction(s) to which the property is subject is: |
The property is subject to subject to vesting requirements based upon the taxpayer’s employment
with the Company.
| 6. | Fair market value: |
The aggregate fair market value at time of transfer (determined without regard to any restrictions
other than restrictions which by their terms will never lapse) of the property with respect to
which this election is being made is $ .
| 7. | Amount paid for property: |
The amount paid by taxpayer for the property is $ .
| 8. | Furnishing statement to employer: |
A copy of this statement has been furnished to the Company, the employer of the undersigned.
Dated: |
||||||
| Taxpayer’s Signature |
