DEFERRED SHARES AWARD AGREEMENT

 

 

                                                                   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

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         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