Exhibit 10.8
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the "Agreement"), dated as of
_________________, by and between Mobile Telecommunication Technologies Corp., a
Delaware corporation (the "Company"), and _____________ (the "Grantee").
W I T N E S S E T H:
WHEREAS, the Company has adopted the 1990 Executive Incentive Plan (the
"Plan") for the purpose of providing officers and key employees of the Company
and its subsidiaries the ability to acquire a proprietary interest in the
Company in order to attract and retain executive personnel; and
WHEREAS, on ____________, the Compensation Committee of the Board of
Directors of the Company (the "Committee") authorized the grant to Grantee
pursuant to the Plan and in consideration of the acceptance by Grantee of
employment with the Company of __________ shares of Common Stock, par value $.01
per share (the "Common Stock") on the terms and subject to the conditions and
restrictions set forth in this Agreement;
NOW, THEREFORE, in consideration of these premises and the covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Grantee agree as follows:
1. Issuance of Common Stock. The Common Stock covered by this Agreement shall
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be issued, fully paid and nonassessable as of _______________ and shall be
represented by a certificate(s) registered in the name of the Grantee and
bearing a legend referring to the restrictions hereinafter set forth.
2. Restrictions on Transfer of Common Stock. The Common Stock subject to this
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Agreement may not be transferred, sold, pledged, exchanged, assigned or
otherwise encumbered or disposed of by the Grantee, except to the Company,
until they have become nonforfeitable in accordance with Section 3 hereof;
provided, however, that the Grantee's interest in the Common Stock covered
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by this Agreement may be transferred at any time by will or the laws of
descent and distribution. Any purported transfer, encumbrance or other
disposition of the Common Stock covered by this Agreement that is in
violation of this Section 2 shall be null and void, and the other party to
any such purported transaction shall not obtain any rights to or interest in
the shares of Common Stock covered by this Agreement. When and as permitted
by the
Plan, the Company may waive the restrictions set forth in this Section 2 with
respect to all or any portion of the shares of Common Stock covered by this
Agreement.
3. Vesting of Common Stock.
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a) The Common Stock covered by this Agreement shall become nonforfeitable,
subject to the Grantee's remaining in the continuous employ of the
Company or a subsidiary during such period, at the rate of 25% of the
shares of Common Stock covered hereby on each of the first, second, third
and fourth anniversaries of the date of this Agreement, such that as of
the fourth anniversary of the date of this Agreement all of the Common
Stock covered hereby shall be nonforfeitable.
b) Notwithstanding the provisions of Section 3(a) hereof, all of the Common
Stock covered by this Agreement shall immediately become nonforfeitable
(i) upon a filing pursuant to any federal or state law in connection with
any tender offer for shares of the Company (other than a tender offer by
the Company or a subsidiary) or upon the execution of any agreement for
the merger or consolidation of the Company with another corporation or
the sale of all or substantially all of the assets of the Company or upon
the adoption of any resolution or reorganization or dissolution of the
Company by its stockholders or upon the occurrence of any other event or
series of events having an effect similar to any of the foregoing, which
tender offer, merger, consolidation, sale, reorganization, dissolution or
other event or series of events, in the opinion of the Board of Directors
of the Company, will, or is likely to, if carried out, result in a change
in control of the Company, or if, during any period of two consecutive
years from and after the Effective Date, individuals who at the beginning
of such period constituted the members of the Board of Directors of the
Company cease for any reason to constitute a majority thereof (unless the
election, or the nomination for election by the Company's stockholders,
of each member of the Board of Directors of the Company elected during
such period was approved by a vote of at least two-thirds of the members
of the Board of Directors then still in office who were members of the
Board of Directors at the beginning of such period) or (ii) in the event
the Grantee's employment with the Company is terminated for any reason
other than (1) pursuant to Section 3.1 (c) of the Employment Agreement
between the Company and Grantee dated as of ______________ (the
"Employment Agreement"), or (2) as a result of the determination by the
Board of Directors of the Company that the Grantee has failed to
satisfactorily perform the duties and responsibilities required to be
performed by Grantee pursuant to the Employment Agreement, all of the
Common Stock covered by this Agreement shall immediately become
nonforfeitable.
4. Forfeiture of Common Stock. Subject to Section 3(b) hereof, those shares of
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Common Stock covered by this Agreement that have not vested in accordance
with Section 3(a) hereof shall be forfeited if the Grantee ceases to be
employed by the Company or a subsidiary unless the Committee determines to
provide otherwise at the
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time of the cessation of the Grantee's employment. In the event of a
forfeiture, the certificate(s) representing the shares of Common Stock
covered by this Agreement shall be cancelled.
5. Dividend, Voting and Other Rights. Except as otherwise provided herein, from
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and after the date of this Agreement, the Grantee shall have all of the
rights of a stockholder with respect to the Common Stock covered by this
Agreement, including the right to vote the shares of Common Stock and receive
any dividends that may be paid thereon; provided, however, that any
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additional shares of Common Stock or other securities that the Grantee may
become entitled to receive pursuant to a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation, separation or
reorganization or any other change in the capital structure of the Company
shall be subject to the same restrictions as the shares of Common Stock
covered by this Agreement.
6. Retention of Stock Certificate(s) by Company. The certificate(s)
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representing the shares of Common Stock covered by this Agreement shall be
held in custody by the Company, together with a stock power endorsed in blank
by the Grantee with respect thereto, until those shares have become
nonforfeitable in accordance with Section 3(a) hereof.
7. Compliance with Law. Notwithstanding any other provision of this Agreement,
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the Company shall not be obligated to issue any restricted or nonrestricted
shares of Common Stock pursuant to this Agreement if the issuance thereof
would result in a violation of any such law.
8. Withholding Taxes. If the Company shall be required to withhold any federal,
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state, local or foreign tax in connection with the issuance or vesting of the
shares of Common Stock pursuant to this Agreement, the Grantee shall pay the
tax or make provisions that are satisfactory to the Company for the payment
thereof.
9. Right to Terminate Employment. No provision of this Agreement shall limit in
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any way whatsoever any right that the Company or a subsidiary may otherwise
have to terminate the employment of the Grantee at any time.
10.Relation to Other Benefits. Any economic or other benefit to the Grantee
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under this agreement or the Plan shall not be taken into account in
determining any benefits to which the Grantee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan maintained
by the Company or any subsidiary.
11.Amendments. This Agreement may be amended, but only in accordance with the
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Plan and only in a writing which is signed by each of the parties. Any
amendment to the Plan shall be deemed to be an amendment to this Agreement to
the extent that the amendment is applicable hereto; provided, however, that
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no such amendment shall
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adversely affect the rights of the Grantee with respect to the shares of
Common Stock or other securities covered by this Agreement without the
Grantee's consent.
12.Severability. In the event that one or more of the provisions of this
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Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof shall
continue to be valid and fully enforceable.
13.Governing Law. This Agreement is made under, and shall be construed in
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accordance with, the laws of the State of Delaware.
This Agreement is executed by the Company as of the _____ day of
.
_____________________
MOBILE TELECOMMUNICATION
TECHNOLOGIES CORP.
By:
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Xxxx X. Xxxxxx
Chairman
The undersigned Grantee hereby acknowledges receipt of an executed
original of this Agreement and accepts the right to receive the shares of Common
Stock covered hereby, subject to the terms and conditions of the Plan and the
terms, restrictions and conditions hereinabove set forth.
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Grantee
Date:
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