Exhibit 10.21
RESTRICTED STOCK AGREEMENT
iPCS, INC. 2004 LONG TERM INCENTIVE PLAN
This AGREEMENT, entered into as of the Grant Date (as defined in
paragraph 1), by and between the Participant and iPCS, Inc. (the
"Company");
WITNESSETH THAT:
WHEREAS, the Company maintains the iPCS, Inc. 2004 Long-Term Incentive
Plan (the "Plan"), which is incorporated into and forms a part of this
Agreement, and the Participant has been selected by the committee
administering the Plan (the "Committee") to receive a Restricted Stock Award
under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant as follows:
1. TERMS OF AWARD. The following words and phrases used in this
Agreement shall have the meanings set forth in this paragraph 1:
(a) The "Participant" is .
(b) The "Grant Date" is .
(c) The number of "Covered Shares" awarded under the Agreement
is shares. Covered Shares are shares of Stock granted under this
Agreement and are subject to the terms of this Agreement and the Plan.
(d) The "Restricted Period" with respect to any Covered Share is the
period beginning on the Grant Date and ending on the date that such
Covered Share is fully vested in accordance with the terms of this
Agreement. The Restricted Period applicable to the Covered Shares is
set forth in paragraph 5 of this Agreement.
(e) Other words and phrases used in this Agreement are defined in the
Plan or elsewhere in this Agreement. Except where the context clearly
implies or indicates the contrary, a word, term, or phrase used in the
Plan is similarly used in this Agreement.
2. AWARD. The Participant is hereby granted the number of Covered Shares
set forth in paragraph 1.
3. DIVIDENDS AND VOTING RIGHTS. The Participant shall be entitled to
receive any dividends paid with respect to the Covered Shares that become
payable during the Restricted Period; provided, however, that no dividends
shall be payable to or for the benefit of the Participant for Covered Shares
with respect to record dates occurring prior to the Grant Date,
or with respect to record dates occurring on or after the date, if any, on
which the Participant has forfeited those Covered Shares. The Participant
shall be entitled to vote the Covered Shares during the Restricted Period to
the same extent as would have been applicable to the Participant if the
Participant was then vested in the shares; provided, however, that the
Participant shall not be entitled to vote the shares with respect to record
dates for such voting rights arising prior to the Grant Date, or with respect
to record dates occurring on or after the date, if any, on which the
Participant has forfeited those Covered Shares.
4. DEPOSIT OF COVERED SHARES. During the Restricted Period, each Covered
Share granted under this Agreement shall be registered in the name of the
Participant and shall be deposited with the Company's transfer agent (either
on a certificated or uncertificated basis as determined by the Committee).
The grant of the Covered Shares is conditioned upon the Participant endorsing
in blank a stock power for the Covered Shares.
5. VESTING AND FORFEITURE OF SHARES. As of any date prior to the
Participant's Date of Termination, the total number of Covered Shares that
shall be vested shall be equal to 6.25% of the Covered Shares multiplied by
the number of the Company's fiscal quarters with ending dates which have
occurred after the Grant Date. With respect to any of the Covered Shares, the
period during which such Covered Shares are not vested (and are therefore
subject to forfeiture) is referred to herein as the "Restricted Period". Upon
the vesting of any Covered Share, the Participant shall own such share free
of all restrictions otherwise imposed by this Agreement, other than the
restrictions imposed by paragraph 6 hereof. Notwithstanding the foregoing
provisions of this paragraph 5, the Participant shall become vested in the
Covered Shares and shall become the owner of the shares free of all
restrictions otherwise imposed by this Agreement, other than the restrictions
of paragraph 6, and the Restricted Period with respect to all of the Covered
Shares shall terminate and expire prior to the date otherwise indicated above
upon the vesting of the Covered Shares upon (a) a Change in Control that
occurs on or before the Date of Termination, or (b) the occurrence of any
other acceleration event described in a written employment agreement, if any,
between the Participant and the Company or a subsidiary of the Company.
Except as otherwise provided in this paragraph 5, the Participant shall
forfeit any of the Covered Shares which have not vested as of his Date of
Termination.
6. COMPLIANCE WITH APPLICABLE LAWS; LIMITS ON DISTRIBUTION.
(a) COMPLIANCE WITH SECURITIES LAWS. If the Participant is subject to
Section 16(a) and 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Committee may, at any time, add
such conditions and limitations to any of the Covered Shares (or the
shares of Stock after the Restricted Period has lapsed) as the
Committee, in its sole discretion, deems necessary or desirable to
comply with Section 16(a) or 16(b) of the Exchange Act and the rules
and regulations thereunder or to obtain any exemption therefrom.
(b) CERTIFICATES; CASH IN LIEU OF FRACTIONAL SHARES. To the extent that
the Plan or this Agreement provides for issuance of certificates
to reflect the transfer of Covered Shares, the transfer of such shares
may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the rules of any securities
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exchange or similar entity. In lieu of issuing a fraction of a share
of Stock pursuant to the Plan or this Agreement, the Company may pay
to the Participant an amount equal to the Fair Market Value of such
fractional share.
(c) LOCK-UP PERIOD. The Participant hereby agrees that, if so requested by
the Company or any representative of the underwriters (the "Managing
Underwriter") in connection with any registration of the offering of
any securities of the Company under the Securities Act, the Participant
shall not sell or otherwise transfer any Stock or other securities of
the Company during the 180-day period, or such other period as may be
requested in writing by the Managing Underwriter and agreed to in
writing by the Company (the "Market Standoff Period") following the
effective date of a registration statement of the Company filed under
the Securities Act. Such restriction shall apply only to the first
registration statement of the Company to become effective under the
Securities Act that includes securities to be sold on behalf of the
Company to the public in an underwritten public offering under the
Securities Act. The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the
end of such Market Standoff Period.
7. WITHHOLDING. The grant and vesting of shares of Stock under this
Agreement are subject to withholding of all applicable taxes. At the election
of the Participant, and if allowed by the Committee, such withholding
obligations may be satisfied through the surrender of shares of Stock which
the Participant already owns, or to which the Participant is otherwise
entitled under the Plan; provided, however, that such shares may be used to
satisfy not more than the Company's minimum statutory withholding obligation
(based on minimum statutory withholding rates for Federal and state tax
purposes, including payroll taxes, that are applicable to such supplemental
taxable income).
8. NONTRANSFERABILITY. During the Restricted Period for a Covered Share,
the Covered Share may not be sold, assigned, transferred pledged or otherwise
encumbered in any manner otherwise than by will or by the laws of descent or
distribution.
9. HEIRS AND SUCCESSORS. This Agreement shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If
any rights exercisable by the Participant or benefits deliverable to the
Participant under this Agreement have not been exercised or delivered,
respectively, at the time of the Participant's death, such rights shall be
exercisable by the Designated Beneficiary, and such benefits shall be
delivered to the Designated Beneficiary, in accordance with the provisions of
this Agreement and the Plan.
10. ADMINISTRATION. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.
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11. PLAN GOVERNS. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the
Plan, a copy of which may be obtained by the Participant from the office of
the Secretary of the Company and this Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the
Committee from time to time pursuant to the Plan.
12. NOT AN EMPLOYMENT CONTRACT. The grant of Covered Shares pursuant to
this Agreement will not confer on the Participant any right with respect to
continuance of employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right the Company or
any Subsidiary would otherwise have to terminate or modify the terms of such
Participant's employment or other service at any time.
13. AMENDMENT. This Agreement may be amended in accordance with the
provisions of the Plan and may otherwise be amended by written agreement of
the Participant and the Company without the consent of any other person.
14. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall
be severable and enforceable to the extent permitted by law.
15. APPLICABLE LAW. The provisions of this Agreement shall be construed
in accordance with the laws of the State of Delaware, without regard to the
conflict of law provisions of any jurisdiction.
16. ENTIRE AGREEMENT. The Plan and this Agreement constitute all of the
terms with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the
Participant with respect to the subject matter hereof.
17. DEFINITIONS. For purposes of this Agreement, words and phrases used
in this Agreement shall be defined as follows:
(a) DATE OF TERMINATION. The term "Date of Termination" means the first
day occurring on or after the Grant Date on which the Participant is
not employed by the Company or any Subsidiary, regardless of the
reason for the termination of employment; provided that a termination
of employment shall not be deemed to occur by reason of a transfer of
the Participant between the Company and a Subsidiary or between two
Subsidiaries; and further provided that the Participant's employment
shall not be considered terminated while the Participant is on a leave
of absence from the Company or a Subsidiary approved by the
Participant's employer. If, as a result of a sale or other transaction,
the Participant's employer ceases to be a Subsidiary (and the
Participant's employer is or becomes an entity that is separate from
the Company), and the Participant is not, at the end of the 30-day
period following the transaction, employed by the Company or an entity
that is then a Subsidiary, then the occurrence of such transaction
shall be treated as the Date of Termination caused by the Participant
being discharged by the employer.
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(b) DESIGNATED BENEFICIARY. The "Designated Beneficiary" shall be the
beneficiary or beneficiaries designated by the Participant in a
writing filed with the Committee in such form and at such time as the
Committee shall require. If a deceased Participant fails to designate
a beneficiary, or if the Designated Beneficiary does not survive the
Participant, any rights that would have been exercisable by the
Participant and any benefits distributable to the Participant shall be
exercised by or distributed to the legal representative of the estate
of the Participant. If a deceased Participant designates a beneficiary
and the Designated Beneficiary survives the Participant but dies
before the Designated Beneficiary's exercise of all rights under this
Agreement or before the complete distribution of benefits to the
Designated Beneficiary under this Agreement, then any rights that
would have been exercisable by the Designated Beneficiary shall be
exercised by the legal representative of the estate of the Designated
Beneficiary, and any benefits distributable to the Designated
Beneficiary shall be distributed to the legal representative of the
estate of the Designated Beneficiary.
(c) PLAN DEFINITIONS. Except where the context clearly implies or indicates
the contrary, a word, term, or phrase used in the Plan is similarly
used in this Agreement.
IN WITNESS WHEREOF, the Company has caused these presents to be executed
in its name and on its behalf, all as of the Grant Date.
iPCS, Inc.
By:___________________________________
Its:__________________________________
[PARTICIPANT]
______________________________________
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