Exhibit 10.2
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 Jeffrey Langdon
("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 fifty percent (50%) of
the shares have a per share exercise price
equal to $4.26 and the remaining
fifty percent (50%) of the shares have a
per share exercise price equal to
$8.53 (the "Option") subject to the terms
set forth in that certain agreement
between the Company and Employee, dated
March 10, 2003 (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
32,800 shares of Common Stock as of
the date hereof (the "Unvested Option
Shares"); and
WHEREAS, the Company and Employee have agreed to cancel that
portion
of the Option that relates to the Unvested
Option Shares in consideration for
the payment of a $400,000 cash bonus for
2005 (the "Bonus") and 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 CANCELLATION
-------------------
1.1. Cancellation. Subject to Section 3.5, employee hereby agrees
to
cancel that portion of the Option that
relates to the Unvested Option Shares as
of the date hereof. Employee understands
and agrees that Employee is forever
relinquishing the right to exercise the
Option with respect to the Unvested
Option Shares 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
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.
II. DEFERRED
SHARES
---------------
2.1.
Deferred Shares Award. In consideration for the payment of the
Bonus and the cancellation of the Unvested
Option Shares 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 A (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, ANY
FEDERAL TAX ADVICE CONTAINED IN THIS
DEFERRED SHARES AWARD AGREEMENT WAS NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT
BE USED, FOR THE PURPOSE OF (I)
AVOIDING TAX-RELATED PENALTIES UNDER THE
CODE OR (II) PROMOTING, MARKETING OR
RECOMMENDING TO ANOTHER PARTY ANY
TAX-RELATED MATTERS ADDRESSED HEREIN.
2.4.3. BY SIGNING THIS
