EXHIBIT 10.21
ARRIS GROUP, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED SHARE GRANT AGREEMENT
ARRIS Group, Inc., a corporation organized and existing under the laws of the
State of Delaware (or any successor corporation) (the "Company"), does hereby
grant and give unto NAME (the "Participant"), an award (the "Award") of shares
of restricted Common Stock (the "Restricted Stock") upon the terms and
conditions set forth in this Restricted Share Grant Agreement (the "Agreement").
1. DEFINITIONS. All the definitions set forth in the Plan are hereby
incorporated in this Agreement. For purposes of this Agreement, the
following additional terms shall be defined as follows:
DISABILITY means "total disability" as defined under the Company's group
disability plan then in effect (whether or not the Participant is covered
under or eligible to participate in such plan).
PLAN means the ARRIS Group, Inc. [2002 or 2004] Stock Incentive Plan, as
amended from time to time.
SHARES shall have the meaning given such term in Section 2 of this
Agreement.
TAX-RELATED ITEMS means all tax, social insurance and payroll tax that may
arise and fall due in relation to the grant, vesting or sale of the Shares
granted under this Agreement.
VESTING DATE means a date upon which the restrictions contained in Section
3 of this Agreement lapse with respect to any portion of the Shares (but
only with respect to the Shares vested at such Vesting Date), which date
shall be determined in accordance with Section 4 of this Agreement.
2. GRANT OF RESTRICTED STOCK. The Participant is hereby granted (#SHARES)
shares of Restricted Stock (the "Shares") of the Company's Common Stock,
par value $0.01, on APRIL 18, 2005 (the "Grant Date"). The Shares are
being granted under the Plan and are subject to the terms and conditions
set forth in this Agreement.
3. RESTRICTIONS/FORFEITURE. The Shares will be subject to the following
restrictions until their respective Vesting Dates:
(a) Forfeiture on Termination. Subject to Section 4 of this Agreement,
if the Participant's employment with the Company terminates for any
reason prior to the Vesting Date, the Participant shall forfeit all
rights with respect to all unvested Shares, as of the date the
Participant's employment terminates.
(b) Nontransferability. Prior to the Vesting Date, all unvested Shares
shall be nontransferable and may not be sold, hypothecated or
otherwise assigned or conveyed by a Participant to any party, except
as otherwise provided in Section 9(d) in this Agreement.
(c) Additional Shares. Any shares of Common Stock accruing to Shares as
a result of any adjustment under Section 9(h) of this Agreement will
be subject to the same restrictions (and have the same Vesting
Dates) as the Shares to which they accrue.
4. VESTING.
(a) Regular Vesting. Except as set forth in Sections 4(b), 4(c) and 4(d)
of this Agreement, the restrictions on the Shares will expire with
respect to a percentage of the Shares granted as of the Vesting
Dates set forth below:
RESTRICTED SHARE GRANT AGREEMENT
PERCENTAGE OF SHARES ON
WHICH RESTRICTIONS EXPIRE VESTING DATE
------------------------- ------------
First 33% First Anniversary of Grant Date
Second 33% Second Anniversary of Grant Date
Last 34% Third Anniversary of Grant Date
(b) Accelerated Vesting Upon Certain Events. Notwithstanding the regular
vesting rule specified in Section 4(a) of this Agreement, the
restrictions on the Shares will expire with respect to 100% of the
Shares upon the earliest to occur of the following Vesting Dates:
i. on the date that the Participant is deemed to have a Disability;
or
ii. on the date of the Participant's death prior to his/her
termination of employment with the Company.
(c) Termination. Notwithstanding anything in this Agreement to the
contrary, if the Company terminates the Participant's employment for
any reason, this Agreement shall be terminated and all Shares on
which the restrictions have not expired shall be forfeited, unless
and to the extent that the Committee determines that such forfeiture
would violate applicable law.
5. DELIVERY OF SHARES.
(a) Granted Shares. The Shares awarded under this Plan shall be held in
escrow with the Secretary of ARRIS Group, Inc. Such Shares shall be
subject to the restrictions described in Section 3 of this Agreement
until the Vesting Date for such Shares. Such Shares, when issued in
accordance with this Agreement, shall be deemed to be fully paid and
nonassessable.
(b) Vested Shares. Within ten (10) business days after a Vesting Date,
the Shares vesting on such Vesting Date will be released from our
custody and delivered to the Participant's address of record.
Thereafter, the Participant shall enjoy full shareholder and
ownership rights with respect to such Shares, subject to applicable
securities laws.
6. OWNERSHIP RIGHTS. Until Shares have vested in accordance with Section 4 of
this Agreement, the Participant shall not have the right to vote or the
right to receive any dividends with respect to such unvested Shares.
Participant hereby waives any and all rights to vote or to receive
dividends with respect to any unvested Shares. Upon the vesting of the
Shares under this Agreement, the Participant shall exercise all ownership
rights (including, without limitation, the right to vote and the right to
receive dividends) with respect to such vested Shares, provided that
voting and dividend rights with respect to the Shares will be exercisable
only if the record date for determining shareholders entitled to vote, or
to receive dividends, falls on or after the Vesting Date and before the
effective date of a forfeiture of the Shares under Section 3 or Section 4
of this Agreement.
7. DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding any provision
in this Agreement to the contrary, if any law or regulation of any
governmental authority having jurisdiction in the matter requires the
Company, the Committee or the Participant to take any action or refrain
from action in connection with the delivery of Shares under this
Agreement, or to delay such delivery, then the delivery of such Shares
shall be deferred until such action has been taken or such restriction on
action has been removed.
8. TERMINATION DATE. The Participant's date of termination of employment from
the Company shall be deemed for purposes of this Agreement to be his/her
last day of active work for the Company; provided, however, that for all
purposes of this Agreement, the Participant shall be deemed actively at
work during any period the Participant is on approved paid medical leave
or during the protected reemployment period applicable to any Participant
on military leave.
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RESTRICTED SHARE GRANT AGREEMENT
9. GENERAL PROVISIONS. By executing this Agreement, the Participant
acknowledges that he/she has read, understands and agrees with all of the
provisions in this Agreement and the Plan, including (but not limited to)
the following:
(a) Authority of the Committee. In accordance with Section 2 of the
Plan, the Committee shall have the authority to administer the
Agreement and the Plan; to make all determinations with respect to
the construction and application of this Agreement, the Plan, and
the resolutions of the Board of Directors establishing the Plan; to
adopt and revise rules relating to this Agreement and the Plan; to
hire the Agent with respect to its administrative responsibilities
under this Agreement and the Plan; and to make other determinations
which it believes are necessary or advisable for the administration
of this Agreement and the Plan. Any dispute or disagreement which
arises under this Agreement or the Plan shall be resolved by the
Committee in its absolute discretion. Any such determination,
interpretation, resolution, or other action by the Committee shall
be final, binding and conclusive with respect to the Participant and
all other persons affected thereby.
(b) Notices. Any notice which is required or permitted under this
Agreement shall be in writing, and delivered personally or by mail,
postage prepaid, addressed as follows: (i) if to the Company, at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Executive Vice President, or at such other address as the Company by
notice to the Participant may have designated from time to time;
(ii) if to the Participant, at the address indicated in the
Participant's then-current personnel records, or at such other
address as the Participant by notice to the Company may have
designated from time to time. Such notice shall be deemed given upon
receipt.
(c) Responsibility for Taxes. The ultimate liability for any and all
Tax-Related Items is and remains the Participant's responsibility
and liability, and the Company and/or the Participant's employer (a)
make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the grant
under this Agreement, including the grant, vesting and the
subsequent sale of Shares acquired under the Plan; and (b) do not
commit to structure the terms of the grant or any aspect of the
Restricted Share grant to reduce or eliminate the Participant's
liability for Tax-Related Items.
Prior to the applicable Vesting Date, the Participant shall pay or
make adequate arrangements satisfactory to the Company to satisfy
all withholding obligations of the Company. The Participant
authorizes the Company to withhold all applicable Tax-Related Items
legally payable by the Participant from the Participant's salary or
other cash compensation paid to the Participant by the Company.
Alternatively, or in addition, the Committee or its delegate, in its
sole discretion and pursuant to such procedures as it may specify
from time to time, and if permitted by local law, may permit the
Participant to satisfy such tax withholding obligation, in whole or
in part, by such other methods as the Committee may deem
appropriate.
(d) Nontransferability. This Agreement and the Shares granted to the
Participant shall be nontransferable and shall not be sold,
hypothecated or otherwise assigned or conveyed by the Participant to
any other person, except as specifically permitted in this
Agreement. No assignment or transfer of this Agreement or the rights
represented thereby, whether voluntary or involuntary, or by
operation of law or otherwise, shall vest in the assignee or
transferee any interest or right whatsoever, except as specifically
permitted in this Agreement. The Agreement shall terminate, and be
of no force or effect, immediately upon any attempt to assign or
transfer this Agreement or any of the Shares granted under this
Agreement.
(e) Designation of Beneficiary. Notwithstanding anything in Section 9(d)
of this Agreement to the contrary, the Participant may designate a
person or persons to receive, in the event of his/her death, any
rights to which he/she would be entitled under this Agreement. Such
a designation shall be filed with the Company in accordance with
uniform procedures specified by the Committee. The Participant may
change or revoke a beneficiary designation at any time by filing a
written statement of such change or revocation with the Company in
accordance with uniform procedures specified by the Committee. No
beneficiary designation or change of beneficiary designation will be
effective until notice thereof is received. If a Participant fails
to designate a beneficiary or if the beneficiary predeceases the
Participant, the Participant's estate shall be deemed to be his/her
beneficiary for purposes of this Agreement.
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RESTRICTED SHARE GRANT AGREEMENT
(f) No Shareholder Rights. Until Shares have vested in accordance with
the provisions of Section 4 of this Agreement, the Participant shall
have no rights as a shareholder of the Company (including, without
limitation, the right to vote or the right to receive dividends with
respect to such Shares), and shall not be deemed to be a shareholder
of the Company for any purpose as a result of any grant of Shares to
the Participant.
(g) Nature of Grant. (i) the Plan is discretionary in nature; (ii) the
grant of the Shares under this Agreement is voluntary and does not
create any contractual or other right to receive future grants under
the Plan, or benefits in lieu of grants even if such grants have
been granted repeatedly in the past; (iii) all decisions with
respect to any such future grants will be at the sole discretion of
the Company; (iv) the Participant's participation in the Plan shall
not create a right to further employment with the Participant's
employer and shall not interfere with the ability of the
Participant's employer to terminate the Participant's employment
relationship at any time with or without Cause; (v) the
Participant's participation in the Plan is voluntary; (vi) the value
of the Shares is an extraordinary item of compensation which is
outside the scope of the Participant's employment contract, if any;
(vii) the Shares are not part of the Participant's normal or
expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, redundancy, end
of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (viii) the future value of
the Shares is unknown and cannot be predicted with certainty; and
(ix) no claim or entitlement to compensation or damages arises from
termination of the Shares or diminution in value of the Common Stock
and the Participant irrevocably releases the Company from any such
claim that may arise.
(h) Corporate Restructuring/Capital Readjustments. Nothing in this
Agreement shall abridge the rights or powers of the Company or its
stockholders from taking any action affecting the Common Stock, and
appropriate adjustments to the number of Shares granted in this
Agreement shall be made to account for any such actions as deemed
appropriate by the Committee.
(i) Fractional Shares. Notwithstanding anything in this Agreement to the
contrary, in the event that any adjustment to the number of Shares
or any vesting calculation pursuant to this Agreement would
otherwise result in the creation of a fractional share interest, the
affected number or vested portion shall be rounded up to the nearest
whole share.
(j) Amendment or Termination. This Agreement may be amended or
terminated at any time by the mutual agreement and written consent
of the Participant and the Company, but only to the extent permitted
under the Plan.
(k) Governing Instrument. This Agreement is subject to all terms and
conditions of the Plan and shall at all times be interpreted in a
manner that is consistent with the intent, purposes and specific
language of the Plan.
(l) Severability. If any provision of this Agreement should be held
illegal or invalid for any reason by the Company or court of
applicable jurisdiction, such determination shall not affect the
other provisions of this Agreement, and it shall be construed as if
such provision had never been included herein.
(m) Headings. Headings in this Agreement are for convenience only and
shall not be construed to be part of this Agreement.
(n) Governing Law. This Agreement shall be construed, and its provisions
enforced and administered, in accordance with the laws of the State
of Georgia and, where applicable, federal law.
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RESTRICTED SHARE GRANT AGREEMENT
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officers under its corporate seal, and the Participant
has executed this Agreement, as of the day and year first above written.
ARRIS GROUP, INC.
By:________________________________
Its: Executive Vice President
"Participant"
_________________________________________________
Signature
Name
_________________________________________________
Date
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RESTRICTED SHARE GRANT AGREEMENT [ARRIS LOGO]
ARRIS GROUP, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED SHARE GRANT AGREEMENT
ARRIS Group, Inc., a corporation organized and existing under the laws of the
State of Delaware (or any successor corporation) (the "Company"), does hereby
grant and give unto NAME (the "Participant"), an award (the "Award") of shares
of restricted Common Stock (the "Restricted Stock") upon the terms and
conditions set forth in this Restricted Share Grant Agreement (the "Agreement").
10. DEFINITIONS. All the definitions set forth in the Plan are hereby
incorporated in this Agreement. For purposes of this Agreement, the
following additional terms shall be defined as follows:
DISABILITY means "total disability" as defined under the Company's group
disability plan then in effect (whether or not the Participant is covered
under or eligible to participate in such plan).
PLAN means the ARRIS Group, Inc. [2004] Stock Incentive Plan, as amended
from time to time.
SHARES shall have the meaning given such term in Section 2 of this
Agreement.
TAX-RELATED ITEMS means all tax, social insurance and payroll tax that may
arise and fall due in relation to the grant, vesting or sale of the Shares
granted under this Agreement.
VESTING DATE means a date upon which the restrictions contained in Section
3 of this Agreement lapse with respect to any portion of the Shares (but
only with respect to the Shares vested at such Vesting Date), which date
shall be determined in accordance with Section 4 of this Agreement.
11. GRANT OF RESTRICTED STOCK. The Participant is hereby granted (#SHARES)
shares of Restricted Stock (the "Shares") of the Company's Common Stock,
par value $0.01, on APRIL 18, 2005 (the "Grant Date"). The Shares are
being granted under the Plan and are subject to the terms and conditions
set forth in this Agreement. The number of shares reflected herein are
performance based and accordingly are subject to reduction, to and
including zero shares, depending on the Company's consolidated sales
performance for calendar year 2005 as determined under the matrix
reflected in the March 30, 2005 Compensation Committee minutes (which the
Committee has reserved the right to make more stringent by increasing the
sales requirement).
12. RESTRICTIONS/FORFEITURE. The Shares will be subject to the following
restrictions until their respective Vesting Dates:
(a) Forfeiture on Termination. Subject to Section 4 of this Agreement,
if the Participant's employment with the Company terminates for any
reason prior to the Vesting Date, the Participant shall forfeit all
rights with respect to all unvested Shares, as of the date the
Participant's employment terminates.
(b) Nontransferability. Prior to the Vesting Date, all unvested Shares
shall be nontransferable and may not be sold, hypothecated or
otherwise assigned or conveyed by a Participant to any party, except
as otherwise provided in Section 9(d) in this Agreement.
(c) Additional Shares. Any shares of Common Stock accruing to Shares as
a result of any adjustment under Section 9(h) of this Agreement will
be subject to the same restrictions (and have the same Vesting
Dates) as the Shares to which they accrue.
13. VESTING.
(a) Regular Vesting. Except as set forth in Sections 4(b), 4(c) and 4(d)
of this Agreement, the restrictions on the Shares will expire with
respect to a percentage of the Shares granted as of the Vesting
Dates set forth below:
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RESTRICTED SHARE GRANT AGREEMENT
PERCENTAGE OF SHARES ON
WHICH RESTRICTIONS EXPIRE VESTING DATE
------------------------- ------------
First 33% First Anniversary of Grant Date
Second 33% Second Anniversary of Grant Date
Last 34% Third Anniversary of Grant Date
(b) Accelerated Vesting Upon Certain Events. Notwithstanding the regular
vesting rule specified in Section 4(a) of this Agreement, the
restrictions on the Shares will expire with respect to 100% of the
Shares upon the earliest to occur of the following Vesting Dates:
i. on the date that the Participant is deemed to have a Disability;
or
ii. on the date of the Participant's death prior to his/her
termination of employment with the Company.
iii. on the date of the Participant's retirement from the Company
provided that if Participant violates any non-competition or
non-disclosure provisions agreement in favor of the Company or
contained in any stock option grant within the one year period
commencing on the date of his retirement (as if such provisions
were in effect for such full year), the Company shall be
entitled to receive from the Participant any proceeds from the
sale of the Shares and to the extent the Shares have not been
sold they shall be forfeited and returned to the Company for
cancellation.
(c) [Deferred Vesting. In the event the Committee concludes in its sole
discretion that on a Vesting Date the Participant has material
non-public information that would prohibit him from selling Shares
and paying Tax-Related Items, it may, in its sole discretion; defer
such Vesting Date by up to 90 days]
(d) Termination. Notwithstanding anything in this Agreement to the
contrary, if the Company terminates the Participant's employment for
any reason, this Agreement shall be terminated and all Shares on
which the restrictions have not expired shall be forfeited, unless
and to the extent that the Committee determines that such forfeiture
would violate applicable law.
14. DELIVERY OF SHARES.
(a) Granted Shares. The Shares awarded under this Plan shall be held in
escrow with the Secretary of ARRIS Group, Inc. Such Shares shall be
subject to the restrictions described in Section 3 of this Agreement
until the Vesting Date for such Shares. Such Shares, when issued in
accordance with this Agreement, shall be deemed to be fully paid and
nonassessable.
(b) Vested Shares. Within ten (10) business days after a Vesting Date,
the Shares vesting on such Vesting Date will be released from our
custody and delivered to the Participant's address of record.
Thereafter, the Participant shall enjoy full shareholder and
ownership rights with respect to such Shares, subject to applicable
securities laws.
15. OWNERSHIP RIGHTS. Until Shares have vested in accordance with Section 4 of
this Agreement, the Participant shall not have the right to vote or the
right to receive any dividends with respect to such unvested Shares.
Participant hereby waives any and all rights to vote or to receive
dividends with respect to any unvested Shares. Upon the vesting of the
Shares under this Agreement, the Participant shall exercise all ownership
rights (including, without limitation, the right to vote and the right to
receive dividends) with respect to such vested Shares, provided that
voting and dividend rights with respect to the Shares will be exercisable
only if the record date for determining shareholders entitled to vote, or
to receive dividends, falls on or after the Vesting Date and before the
effective date of a forfeiture of the Shares under Section 3 or Section 4
of this Agreement.
16. DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding any provision
in this Agreement to the contrary, if any law or regulation of any
governmental authority having jurisdiction in the matter requires the
Company, the Committee or the Participant to take any action or refrain
from action in connection with
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RESTRICTED SHARE GRANT AGREEMENT
the delivery of Shares under this Agreement, or to delay such delivery,
then the delivery of such Shares shall be deferred until such action has
been taken or such restriction on action has been removed.
17. TERMINATION DATE. The Participant's date of termination of employment from
the Company shall be deemed for purposes of this Agreement to be his/her
last day of active work for the Company; provided, however, that for all
purposes of this Agreement, the Participant shall be deemed actively at
work during any period the Participant is on approved paid medical leave
or during the protected reemployment period applicable to any Participant
on military leave.
18. GENERAL PROVISIONS. By executing this Agreement, the Participant
acknowledges that he/she has read, understands and agrees with all of the
provisions in this Agreement and the Plan, including (but not limited to)
the following:
(a) Authority of the Committee. In accordance with Section 2 of the
Plan, the Committee shall have the authority to administer the
Agreement and the Plan; to make all determinations with respect to
the construction and application of this Agreement, the Plan, and
the resolutions of the Board of Directors establishing the Plan; to
adopt and revise rules relating to this Agreement and the Plan; to
hire the Agent with respect to its administrative responsibilities
under this Agreement and the Plan; and to make other determinations
which it believes are necessary or advisable for the administration
of this Agreement and the Plan. Any dispute or disagreement which
arises under this Agreement or the Plan shall be resolved by the
Committee in its absolute discretion. Any such determination,
interpretation, resolution, or other action by the Committee shall
be final, binding and conclusive with respect to the Participant and
all other persons affected thereby.
(b) Notices. Any notice which is required or permitted under this
Agreement shall be in writing, and delivered personally or by mail,
postage prepaid, addressed as follows: (i) if to the Company, at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Executive Vice President, or at such other address as the Company by
notice to the Participant may have designated from time to time;
(ii) if to the Participant, at the address indicated in the
Participant's then-current personnel records, or at such other
address as the Participant by notice to the Company may have
designated from time to time. Such notice shall be deemed given upon
receipt.
(c) Responsibility for Taxes. The ultimate liability for any and all
Tax-Related Items is and remains the Participant's responsibility
and liability, and the Company and/or the Participant's employer (a)
make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the grant
under this Agreement, including the grant, vesting and the
subsequent sale of Shares acquired under the Plan; and (b) do not
commit to structure the terms of the grant or any aspect of the
Restricted Share grant to reduce or eliminate the Participant's
liability for Tax-Related Items.
Prior to the applicable Vesting Date, the Participant shall pay or
make adequate arrangements satisfactory to the Company to satisfy
all withholding obligations of the Company. The Participant
authorizes the Company to withhold all applicable Tax-Related Items
legally payable by the Participant from the Participant's salary or
other cash compensation paid to the Participant by the Company.
Alternatively, or in addition, the Committee or its delegate, in its
sole discretion and pursuant to such procedures as it may specify
from time to time, and if permitted by local law, may permit the
Participant to satisfy such tax withholding obligation, in whole or
in part, by such other methods as the Committee may deem
appropriate.
(d) Nontransferability. This Agreement and the Shares granted to the
Participant shall be nontransferable and shall not be sold,
hypothecated or otherwise assigned or conveyed by the Participant to
any other person, except as specifically permitted in this
Agreement. No assignment or transfer of this Agreement or the rights
represented thereby, whether voluntary or involuntary, or by
operation of law or otherwise, shall vest in the assignee or
transferee any interest or right whatsoever, except as specifically
permitted in this Agreement. The Agreement shall terminate, and be
of no force or effect, immediately upon any attempt to assign or
transfer this Agreement or any of the Shares granted under this
Agreement.
(e) Designation of Beneficiary. Notwithstanding anything in Section 9(d)
of this Agreement to the contrary, the Participant may designate a
person or persons to receive, in the event of his/her
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RESTRICTED SHARE GRANT AGREEMENT
death, any rights to which he/she would be entitled under this
Agreement. Such a designation shall be filed with the Company in
accordance with uniform procedures specified by the Committee. The
Participant may change or revoke a beneficiary designation at any
time by filing a written statement of such change or revocation with
the Company in accordance with uniform procedures specified by the
Committee. No beneficiary designation or change of beneficiary
designation will be effective until notice thereof is received. If a
Participant fails to designate a beneficiary or if the beneficiary
predeceases the Participant, the Participant's estate shall be
deemed to be his/her beneficiary for purposes of this Agreement.
(f) No Shareholder Rights. Until Shares have vested in accordance with
the provisions of Section 4 of this Agreement, the Participant shall
have no rights as a shareholder of the Company (including, without
limitation, the right to vote or the right to receive dividends with
respect to such Shares), and shall not be deemed to be a shareholder
of the Company for any purpose as a result of any grant of Shares to
the Participant.
(g) Nature of Grant. (i) the Plan is discretionary in nature; (ii) the
grant of the Shares under this Agreement is voluntary and does not
create any contractual or other right to receive future grants under
the Plan, or benefits in lieu of grants even if such grants have
been granted repeatedly in the past; (iii) all decisions with
respect to any such future grants will be at the sole discretion of
the Company; (iv) the Participant's participation in the Plan shall
not create a right to further employment with the Participant's
employer and shall not interfere with the ability of the
Participant's employer to terminate the Participant's employment
relationship at any time with or without Cause; (v) the
Participant's participation in the Plan is voluntary; (vi) the value
of the Shares is an extraordinary item of compensation which is
outside the scope of the Participant's employment contract, if any;
(vii) the Shares are not part of the Participant's normal or
expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, redundancy, end
of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (viii) the future value of
the Shares is unknown and cannot be predicted with certainty; and
(ix) no claim or entitlement to compensation or damages arises from
termination of the Shares or diminution in value of the Common Stock
and the Participant irrevocably releases the Company from any such
claim that may arise.
(h) Corporate Restructuring/Capital Readjustments. Nothing in this
Agreement shall abridge the rights or powers of the Company or its
stockholders from taking any action affecting the Common Stock, and
appropriate adjustments to the number of Shares granted in this
Agreement shall be made to account for any such actions as deemed
appropriate by the Committee.
(i) Fractional Shares. Notwithstanding anything in this Agreement to the
contrary, in the event that any adjustment to the number of Shares
or any vesting calculation pursuant to this Agreement would
otherwise result in the creation of a fractional share interest, the
affected number or vested portion shall be rounded up to the nearest
whole share.
(j) Amendment or Termination. This Agreement may be amended or
terminated at any time by the mutual agreement and written consent
of the Participant and the Company, but only to the extent permitted
under the Plan.
(k) Governing Instrument. This Agreement is subject to all terms and
conditions of the Plan and shall at all times be interpreted in a
manner that is consistent with the intent, purposes and specific
language of the Plan.
(l) Severability. If any provision of this Agreement should be held
illegal or invalid for any reason by the Company or court of
applicable jurisdiction, such determination shall not affect the
other provisions of this Agreement, and it shall be construed as if
such provision had never been included herein.
(m) Headings. Headings in this Agreement are for convenience only and
shall not be construed to be part of this Agreement.
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RESTRICTED SHARE GRANT AGREEMENT
(n) Governing Law. This Agreement shall be construed, and its provisions
enforced and administered, in accordance with the laws of the State
of Georgia and, where applicable, federal law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officers under its corporate seal, and the Participant
has executed this Agreement, as of the day and year first above written.
ARRIS GROUP, INC.
By:_________________________________
Its: Executive Vice President
"Participant"
_________________________________________________
Signature
Name
_________________________________________________
Date
-10-
RESTRICTED SHARE GRANT AGREEMENT [ARRIS LOGO]
ARRIS GROUP, INC.
2005 STOCK INCENTIVE PLAN
RESTRICTED SHARE GRANT AGREEMENT
ARRIS Group, Inc., a corporation organized and existing under the laws of the
State of Delaware (or any successor corporation) (the "Company"), does hereby
grant and give unto NAME (the "Participant"), an award (the "Award") of shares
of restricted Common Stock (the "Restricted Stock") upon the terms and
conditions set forth in this Restricted Share Grant Agreement (the "Agreement").
19. DEFINITIONS. All the definitions set forth in the Plan are hereby
incorporated in this Agreement. For purposes of this Agreement, the
following additional terms shall be defined as follows:
DISABILITY means "total disability" as defined under the Company's group
disability plan then in effect (whether or not the Participant is covered
under or eligible to participate in such plan).
PLAN means the ARRIS Group, Inc. [2004] Stock Incentive Plan, as amended
from time to time.
SHARES shall have the meaning given such term in Section 2 of this
Agreement.
TAX-RELATED ITEMS means all tax, social insurance and payroll tax that may
arise and fall due in relation to the grant, vesting or sale of the Shares
granted under this Agreement.
VESTING DATE means a date upon which the restrictions contained in Section
3 of this Agreement lapse with respect to any portion of the Shares (but
only with respect to the Shares vested at such Vesting Date), which date
shall be determined in accordance with Section 4 of this Agreement.
20. GRANT OF RESTRICTED STOCK. The Participant is hereby granted (#SHARES)
shares of Restricted Stock (the "Shares") of the Company's Common Stock,
par value $0.01, on APRIL 18, 2005 (the "Grant Date"). The Shares are
being granted under the Plan and are subject to the terms and conditions
set forth in this Agreement. The number of shares reflected herein are
performance based and accordingly are subject to reduction, to and
including zero shares, depending on the Company's consolidated sales
performance for calendar year 2005 as determined under the matrix
reflected in the March 30, 2005 Compensation Committee minutes (which the
Committee has reserved the right to make more stringent by increasing the
sales requirement).
21. RESTRICTIONS/FORFEITURE. The Shares will be subject to the following
restrictions until their respective Vesting Dates:
(a) Forfeiture on Termination. Subject to Section 4 of this Agreement,
if the Participant's employment with the Company terminates for any
reason prior to the Vesting Date, the Participant shall forfeit all
rights with respect to all unvested Shares, as of the date the
Participant's employment terminates.
(b) Nontransferability. Prior to the Vesting Date, all unvested Shares
shall be nontransferable and may not be sold, hypothecated or
otherwise assigned or conveyed by a Participant to any party, except
as otherwise provided in Section 9(d) in this Agreement.
(c) Additional Shares. Any shares of Common Stock accruing to Shares as
a result of any adjustment under Section 9(h) of this Agreement will
be subject to the same restrictions (and have the same Vesting
Dates) as the Shares to which they accrue.
22. VESTING.
(a) Regular Vesting. Except as set forth in Sections 4(b), 4(c) and 4(d)
of this Agreement, the restrictions on the Shares will expire with
respect to a percentage of the Shares granted as of the Vesting
Dates set forth below:
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RESTRICTED SHARE GRANT AGREEMENT
PERCENTAGE OF SHARES ON
WHICH RESTRICTIONS EXPIRE VESTING DATE
------------------------- ------------
First 33% First Anniversary of Grant Date
Second 33% Second Anniversary of Grant Date
Last 34% Third Anniversary of Grant Date
(b) Accelerated Vesting Upon Certain Events. Notwithstanding the regular
vesting rule specified in Section 4(a) of this Agreement, the
restrictions on the Shares will expire with respect to 100% of the
Shares upon the earliest to occur of the following Vesting Dates:
i. on the date that the Participant is deemed to have a Disability;
or
ii. on the date of the Participant's death prior to his/her
termination of employment with the Company.
(c) [Deferred Vesting. In the event the Committee concludes in its sole
discretion that on a Vesting Date the Participant has material
non-public information that would prohibit him from selling Shares
and paying Tax-Related Items, it may, in its sole discretion; defer
such Vesting Date by up to 90 days]
(d) Termination. Notwithstanding anything in this Agreement to the
contrary, if the Company terminates the Participant's employment for
any reason, this Agreement shall be terminated and all Shares on
which the restrictions have not expired shall be forfeited, unless
and to the extent that the Committee determines that such forfeiture
would violate applicable law.
23. DELIVERY OF SHARES.
(a) Granted Shares. The Shares awarded under this Plan shall be held in
escrow with the Secretary of ARRIS Group, Inc. Such Shares shall be
subject to the restrictions described in Section 3 of this Agreement
until the Vesting Date for such Shares. Such Shares, when issued in
accordance with this Agreement, shall be deemed to be fully paid and
nonassessable.
(b) Vested Shares. Within ten (10) business days after a Vesting Date,
the Shares vesting on such Vesting Date will be released from our
custody and delivered to the Participant's address of record.
Thereafter, the Participant shall enjoy full shareholder and
ownership rights with respect to such Shares, subject to applicable
securities laws.
24. OWNERSHIP RIGHTS. Until Shares have vested in accordance with Section 4 of
this Agreement, the Participant shall not have the right to vote or the
right to receive any dividends with respect to such unvested Shares.
Participant hereby waives any and all rights to vote or to receive
dividends with respect to any unvested Shares. Upon the vesting of the
Shares under this Agreement, the Participant shall exercise all ownership
rights (including, without limitation, the right to vote and the right to
receive dividends) with respect to such vested Shares, provided that
voting and dividend rights with respect to the Shares will be exercisable
only if the record date for determining shareholders entitled to vote, or
to receive dividends, falls on or after the Vesting Date and before the
effective date of a forfeiture of the Shares under Section 3 or Section 4
of this Agreement.
25. DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding any provision
in this Agreement to the contrary, if any law or regulation of any
governmental authority having jurisdiction in the matter requires the
Company, the Committee or the Participant to take any action or refrain
from action in connection with the delivery of Shares under this
Agreement, or to delay such delivery, then the delivery of such Shares
shall be deferred until such action has been taken or such restriction on
action has been removed.
26. TERMINATION DATE. The Participant's date of termination of employment from
the Company shall be deemed for purposes of this Agreement to be his/her
last day of active work for the Company; provided, however, that for all
purposes of this Agreement, the Participant shall be deemed actively at
work during
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RESTRICTED SHARE GRANT AGREEMENT
any period the Participant is on approved paid medical leave or during the
protected reemployment period applicable to any Participant on military
leave.
27. GENERAL PROVISIONS. By executing this Agreement, the Participant
acknowledges that he/she has read, understands and agrees with all of the
provisions in this Agreement and the Plan, including (but not limited to)
the following:
(a) Authority of the Committee. In accordance with Section 2 of the
Plan, the Committee shall have the authority to administer the
Agreement and the Plan; to make all determinations with respect to
the construction and application of this Agreement, the Plan, and
the resolutions of the Board of Directors establishing the Plan; to
adopt and revise rules relating to this Agreement and the Plan; to
hire the Agent with respect to its administrative responsibilities
under this Agreement and the Plan; and to make other determinations
which it believes are necessary or advisable for the administration
of this Agreement and the Plan. Any dispute or disagreement which
arises under this Agreement or the Plan shall be resolved by the
Committee in its absolute discretion. Any such determination,
interpretation, resolution, or other action by the Committee shall
be final, binding and conclusive with respect to the Participant and
all other persons affected thereby.
(b) Notices. Any notice which is required or permitted under this
Agreement shall be in writing, and delivered personally or by mail,
postage prepaid, addressed as follows: (i) if to the Company, at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Executive Vice President, or at such other address as the Company by
notice to the Participant may have designated from time to time;
(ii) if to the Participant, at the address indicated in the
Participant's then-current personnel records, or at such other
address as the Participant by notice to the Company may have
designated from time to time. Such notice shall be deemed given upon
receipt.
(c) Responsibility for Taxes. The ultimate liability for any and all
Tax-Related Items is and remains the Participant's responsibility
and liability, and the Company and/or the Participant's employer (a)
make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the grant
under this Agreement, including the grant, vesting and the
subsequent sale of Shares acquired under the Plan; and (b) do not
commit to structure the terms of the grant or any aspect of the
Restricted Share grant to reduce or eliminate the Participant's
liability for Tax-Related Items.
Prior to the applicable Vesting Date, the Participant shall pay or
make adequate arrangements satisfactory to the Company to satisfy
all withholding obligations of the Company. The Participant
authorizes the Company to withhold all applicable Tax-Related Items
legally payable by the Participant from the Participant's salary or
other cash compensation paid to the Participant by the Company.
Alternatively, or in addition, the Committee or its delegate, in its
sole discretion and pursuant to such procedures as it may specify
from time to time, and if permitted by local law, may permit the
Participant to satisfy such tax withholding obligation, in whole or
in part, by such other methods as the Committee may deem
appropriate.
(d) Nontransferability. This Agreement and the Shares granted to the
Participant shall be nontransferable and shall not be sold,
hypothecated or otherwise assigned or conveyed by the Participant to
any other person, except as specifically permitted in this
Agreement. No assignment or transfer of this Agreement or the rights
represented thereby, whether voluntary or involuntary, or by
operation of law or otherwise, shall vest in the assignee or
transferee any interest or right whatsoever, except as specifically
permitted in this Agreement. The Agreement shall terminate, and be
of no force or effect, immediately upon any attempt to assign or
transfer this Agreement or any of the Shares granted under this
Agreement.
(e) Designation of Beneficiary. Notwithstanding anything in Section 9(d)
of this Agreement to the contrary, the Participant may designate a
person or persons to receive, in the event of his/her death, any
rights to which he/she would be entitled under this Agreement. Such
a designation shall be filed with the Company in accordance with
uniform procedures specified by the Committee. The Participant may
change or revoke a beneficiary designation at any time by filing a
written statement of such change or revocation with the Company in
accordance with uniform procedures specified by the Committee. No
beneficiary designation or change of beneficiary
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RESTRICTED SHARE GRANT AGREEMENT
designation will be effective until notice thereof is received. If a
Participant fails to designate a beneficiary or if the beneficiary
predeceases the Participant, the Participant's estate shall be
deemed to be his/her beneficiary for purposes of this Agreement.
(f) No Shareholder Rights. Until Shares have vested in accordance with
the provisions of Section 4 of this Agreement, the Participant shall
have no rights as a shareholder of the Company (including, without
limitation, the right to vote or the right to receive dividends with
respect to such Shares), and shall not be deemed to be a shareholder
of the Company for any purpose as a result of any grant of Shares to
the Participant.
(g) Nature of Grant. (i) the Plan is discretionary in nature; (ii) the
grant of the Shares under this Agreement is voluntary and does not
create any contractual or other right to receive future grants under
the Plan, or benefits in lieu of grants even if such grants have
been granted repeatedly in the past; (iii) all decisions with
respect to any such future grants will be at the sole discretion of
the Company; (iv) the Participant's participation in the Plan shall
not create a right to further employment with the Participant's
employer and shall not interfere with the ability of the
Participant's employer to terminate the Participant's employment
relationship at any time with or without Cause; (v) the
Participant's participation in the Plan is voluntary; (vi) the value
of the Shares is an extraordinary item of compensation which is
outside the scope of the Participant's employment contract, if any;
(vii) the Shares are not part of the Participant's normal or
expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, redundancy, end
of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments; (viii) the future value of
the Shares is unknown and cannot be predicted with certainty; and
(ix) no claim or entitlement to compensation or damages arises from
termination of the Shares or diminution in value of the Common Stock
and the Participant irrevocably releases the Company from any such
claim that may arise.
(h) Corporate Restructuring/Capital Readjustments. Nothing in this
Agreement shall abridge the rights or powers of the Company or its
stockholders from taking any action affecting the Common Stock, and
appropriate adjustments to the number of Shares granted in this
Agreement shall be made to account for any such actions as deemed
appropriate by the Committee.
(i) Fractional Shares. Notwithstanding anything in this Agreement to the
contrary, in the event that any adjustment to the number of Shares
or any vesting calculation pursuant to this Agreement would
otherwise result in the creation of a fractional share interest, the
affected number or vested portion shall be rounded up to the nearest
whole share.
(j) Amendment or Termination. This Agreement may be amended or
terminated at any time by the mutual agreement and written consent
of the Participant and the Company, but only to the extent permitted
under the Plan.
(k) Governing Instrument. This Agreement is subject to all terms and
conditions of the Plan and shall at all times be interpreted in a
manner that is consistent with the intent, purposes and specific
language of the Plan.
(l) Severability. If any provision of this Agreement should be held
illegal or invalid for any reason by the Company or court of
applicable jurisdiction, such determination shall not affect the
other provisions of this Agreement, and it shall be construed as if
such provision had never been included herein.
(m) Headings. Headings in this Agreement are for convenience only and
shall not be construed to be part of this Agreement.
(n) Governing Law. This Agreement shall be construed, and its provisions
enforced and administered, in accordance with the laws of the State
of Georgia and, where applicable, federal law.
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RESTRICTED SHARE GRANT AGREEMENT
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officers under its corporate seal, and the Participant
has executed this Agreement, as of the day and year first above written.
ARRIS GROUP, INC.
By:_________________________________
Its: Executive Vice President
"Participant"
_________________________________________________
Signature
Name
_________________________________________________
Date
-15-