Exhibit 10.1
DEFERRED SHARES AWARD AGREEMENT
This Deferred Shares Award Agreement, dated as of December 21,
2005,
is made and entered into by and between
Global Signal Inc., a Delaware company
(the "Company") and Ronald Bizick
("Employee") pursuant to the Global Signal
Inc. Omnibus Stock Incentive Plan (the
"Plan").
______________________
WHEREAS, the Company maintains the Plan for the benefit of
selected
management employees, directors and
Consultants of the Company or its parents
or subsidiaries; and
WHEREAS, the Company previously granted to Employee an option
to
purchase shares of the Company's Common
Stock, of which twenty-five percent
(25%) of the shares have a per share
exercise price equal to $8.53 and the
remaining seventy-five percent (75%) of the
shares have a per share exercise
price equal to $18.00 (the "Option")
subject to the terms set forth in that
certain agreement between the Company and
Employee, dated March 22, 2004 (the
"Option Agreement"), which Option is
outstanding as of the date hereof; and
WHEREAS, pursuant to the terms of the Option Agreement, the Option
is
unvested and unexcercisable with respect to
574,000 shares of Common Stock as
of the date hereof (the "Unvested Option
Shares"); and
WHEREAS, the Board desires to accelerate the vesting of that
portion
of the Option that relates to 184,500
Unvested Option Shares otherwise
scheduled to vest on December 31, 2006;
and
WHEREAS, the Company and Employee have agreed to cancel that
portion
of the Option that relates to the remaining
143,500 Unvested Option Shares
otherwise scheduled to vest on December 31,
2006, in consideration for an award
of Deferred Shares pursuant to Section 9 of
the Plan under the terms and
conditions as set forth herein (the
"Cancellation and Award").
NOW, THEREFORE, in consideration of the foregoing and for other
good
and valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
I. OPTION ACCELERATION AND CANCELLATION
1.1. Acceleration. In consideration of the Cancelled Option (as
defined in Section 1.2 below) by Employee,
as of December 31, 2005, the Board
hereby agrees to accelerate the vesting of
that portion of the Option that
relates to the 184,500 Unvested Option
Shares as set forth in Schedule A so
that such shares are fully vested and
immediately exercisable in accordance
with the terms of the Option Agreement
("Acceleration").
1.2. Cancellation. Employee hereby agrees to cancel that portion
of
the Option that relates to the 143,500
Unvested Option Shares as set forth in
Schedule A (the "Cancelled Option") as of
December 31, 2005. Employee
understands and agrees that Employee is
forever relinquishing the right to
exercise the Option with respect to the
Cancelled Option and any rights to or
in respect of the Shares covered thereby.
Employee hereby irrevocably and
unconditionally releases, waives and
discharges all claims, promises, causes of
action, or similar rights of any type that
Employee may have, whether known or
unknown, unforeseen, unanticipated,
unsuspected or latent that Employee may now
have against any of the Released Parties
(as defined herein) as of the Date of
Grant in connection with the Acceleration
and the Cancellation and Award. For
purposes of this Deferred Shares Award
Agreement, the "Released Parties" are
the Company and all related and affiliated
entities (including corporations,
limited liability companies, partnerships,
and joint ventures) and, with
respect to each of the Company and its
affiliated entities, each of their
respective predecessors and successors,
past, present and future employees,
officers, directors, stockholders, owners,
partners, members, representatives,
assigns, attorneys, agents, insurers,
employee benefit programs (and the
trustees, administrators, fiduciaries, and
insurers of such programs), and any
other persons acting by, through, under, or
in concert with any of the
foregoing identified Released Parties.
1.3. Full Force and Effect. Except as otherwise provided herein,
the
terms of the Option Agreement shall remain
in full force and effect.
II. DEFERRED SHARES
2.1. Deferred Shares Award. In consideration for the Cancelled
Option
by Employee, on December 31, 2005 (the
"Date of Grant"), the Company hereby
agrees to grant to Employee a Deferred
Shares Award representing the right to
receive up to that number of Shares equal
to 150% of the "Deferred Shares,"
which Deferred Shares is determined by the
formula set forth on Schedule B (the
"Award"). The Shares subject to the Award
shall vest and become payable in
accordance with the provisions of Sections
2.2 and 2.3 below. Subject to
Section 2.4, the Company shall issue a
stock certificate in respect of such
Award as soon as reasonably practicable
following the vesting dates.
2.2. Time Based Vesting Schedule. Fifty percent (50%) of the
Shares
subject to the Award that are payable
pursuant to the satisfaction of the
Performance Goals, shall vest and become
payable on December 31, 2006, and
fifty percent (50%) of the Shares subject
to the Award that are payable
pursuant to the satisfaction of the
Performance Goals, shall vest and become
payable on December 31, 2007.
2.3. Performance Goals. The performance goals for purposes of
determining whether, and the extent to
which, the Deferred Shares Award shall
be payable shall be based on the Company's
annualized dividend declared in
respect of the fourth quarter of 2006,
which shall be equal to the product of
four times the Company's dividend declared
in respect of the fourth quarter of
2006 (the "Q4 Dividend Run Rate"). Subject
to Sections 2.2 and 2.5 below, upon
determination of the Q4 Dividend Run Rate,
Employee's entitlement to the number
of Shares subject to the Award shall be
fixed and nonforfeitable and shall not
be conditioned upon the Company's future
performance.
2.3.1. If the Company's Q4 Dividend Run Rate is less than or
equal to $2.20 per share, then 0% of the
Deferred Shares shall be payable
pursuant to the Deferred Shares Award.
2.3.2. If the Company's Q4 Dividend Run Rate is at least
equal to $2.21 per share but less than
$2.30 per share, then 75% of the
Deferred Shares shall be payable pursuant
to the Deferred Shares Award.
2.3.3. If the Company's Q4 Dividend Run Rate is at least
equal to $2.30 per share but less than
$2.41 per share, then 100% of the
Deferred Shares shall be payable pursuant
to the Deferred Shares Award.
2.3.4. If the Company's Q4 Dividend Run Rate is at least
equal to $2.41 per share but less than
$2.51 per share, then 125% of the
Deferred Shares shall be payable pursuant
to the Deferred Shares Award.
2.3.5. If the Company's Q4 Dividend Run Rate is equal to
$2.51 per share or greater, then 150% of
the Deferred Shares shall be payable
pursuant to the Deferred Shares Award.
2.4. Income Tax Matters; Tax Witholding.
2.4.1. Set forth below is a brief summary as of the Date of
Grant of certain United States federal tax
consequences of the Deferred Shares
Award. THIS SUMMARY DOES NOT ADDRESS
SPECIFIC STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES THAT MAY BE APPLICABLE TO THE
EMPLOYEE. THE EMPLOYEE UNDERSTANDS
THAT THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE. For federal income
tax purposes, Employee generally will
not have taxable income on the grant of the
Deferred Shares Award. Employee
will recognize ordinary income at the time
or times the Shares covered by the
Award vests in an amount equal to the Fair
Market Value of such Shares on each
such date. The grant of the Deferred Shares
Award will not constitute
"property" within the meaning of Section 83
of the Internal Revenue Code of
1986, as amended (the "Code"), and as such
Employee will not be entitled to
file an election under Section 83(b) of the
Code.
2.4.2. TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT
REGULATIONS, WE ADVISE YOU THAT, UNLESS
OTHERWISE EXPRESSLY INDICATED,
