|
Exhibit
10.3
RESTRICTED STOCK AWARD
AGREEMENT
UNDER THE ARBINET-THEXCHANGE,
INC.
2004 STOCK INCENTIVE PLAN, AS
AMENDED
Name of Participant:
No. of Shares:
Grant Date:
Final Acceptance Date:
Pursuant to the
Arbinet-thexchange, Inc. 2004 Stock Incentive Plan as amended
through the date hereof (the “Plan”),
Arbinet-thexchange, Inc. (the “Company”) hereby grants
a Restricted Stock Award (an “Award”) to the
Participant named above. Upon acceptance of this Award, the
Participant shall receive the number of shares of Common Stock, par
value $0.001 per share (the “Stock”), of the Company
specified above, subject to the restrictions and conditions set
forth herein and in the Plan (the “Restricted
Stock”).
1. Acceptance of Award
. The Participant shall have no rights with respect to this Award
unless he shall have accepted this Award prior to the close of
business on the Final Acceptance Date specified above by
(i) signing and delivering to the Company a copy of this Award
Agreement, and (ii) delivering to the Company a stock power
endorsed in blank. Upon acceptance of this Award by the
Participant, the shares of Restricted Stock so accepted shall be
issued and held by the Company’s transfer agent in book entry
form, and the Participant’s name shall be entered as the
stockholder of record on the books of the Company. Thereupon, the
Participant shall have all the rights of a stockholder with respect
to such Stock, including voting and dividend rights, subject,
however, to the restrictions and conditions specified in
Section 2 below.
2. Restrictions and
Conditions .
(a) Any book entries for the
shares of Restricted Stock granted herein shall bear an appropriate
legend, as determined by the Board or Committee (as defined in the
Plan) in its sole discretion, to the effect that such shares are
subject to restrictions as set forth herein and in the
Plan.
(b) Shares of Restricted
Stock granted herein may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of by the Participant
prior to vesting.
(c) If the Participant ceases
to be an employee or director of, or consultant or advisor to, the
Company or a subsidiary (an “Eligible Participant”) for
any reason (including death) prior to vesting of shares of
Restricted Stock granted herein, all shares of Restricted Stock
shall immediately and automatically be forfeited and returned to
the Company.
3. Vesting of Restricted
Stock . The restrictions and conditions in Section 2 of
this Agreement shall lapse on the Vesting Date or Dates specified
in the following schedule so long as the Participant remains an
Eligible Participant on the relevant Vesting Date. If a series of
Vesting Dates is specified, then the restrictions and conditions in
Section 2 shall lapse only with respect to the number of
shares of Restricted Stock specified as vested on such
Date.
|
|
|
|
|
|
Number of Shares Vested
|
|
Vesting Date
|
|
|
|
(
%) |
|
|
|
|
|
(
%) |
|
|
|
|
|
(
%) |
|
|
|
|
|
(
%) |
|
|
|
|
|
(
%) |
|
|
Subsequent to such Vesting
Date or Dates, the shares of Stock on which all restrictions and
conditions have lapsed shall no longer be deemed Restricted Stock.
Restricted Stock may be subject to accelerated vesting in
accordance with Section 6 below.
4. Dividends .
Dividends on shares of Restricted Stock shall be paid currently to
the Participant.
5. Reorganization
Event .
(a) Upon the occurrence of a
Reorganization Event (as defined in the Plan) other than a
liquidation or dissolution of the Company, if the Award is assumed
or otherwise continued by the Company’s successor, the rights
of the Company under this Award shall inure to the benefit of the
Company’s successor and shall apply to the cash, securities
or other property which the Stock was converted into or exchanged
for pursuant to such Reorganization Event in the same manner and to
the same extent as they applied to the Stock subject to the Award.
Upon the occurrence of a Reorganization Event involving the
liquidation or dissolution of the Company, except to the extent
specifically provided to the contrary in the instrument evidencing
this Award or any other agreement between a Participant and the
Company, all restrictions and conditions on this Award then
outstanding shall automatically be deemed terminated or
satisfied.
(b) This Agreement shall not
in any way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
6. Change in Control
.
(a) Any shares of Restricted
Stock subject to this Award at the time of a Change in Control (as
defined below) may be assumed by the successor entity or otherwise
continued in full force and effect or may be replaced with a cash
incentive program of the successor entity which preserves the fair
market value of any shares of Restricted Stock subject to the Award
at the time of the Change in Control and provides for subsequent
payout of that value in accordance with the vesting schedule
applicable to the Award. In the event of such assumption or
continuation of the Award or such replacement of the Award with a
cash incentive program, no accelerated vesting of the shares of
Restricted Stock shall occur at the time of the Change in Control,
except to the limited extent otherwise provided in
Section 6(c) below.
2
(b) In the event the Award is
assumed or otherwise continued in effect, the shares of Restricted
Stock subject to the Award will be appropriately adjusted
immediately after the consummation of the Change in Control to
reflect the transaction. To the extent the actual holders of the
outstanding Stock receive cash consideration for their Stock in
consummation of the Chang
| 
