Exhibit 10.3
Atlantic
Tele-Network, Inc.
Form of
Notice
of Grant of Restricted Stock and
Restricted Stock
Agreement
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Administrator
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Participant
Name:
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10
Derby Square
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ID:
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Salem, MA 01970
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(978)
619-1300
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Atlantic
Tele-Network, Inc., a Delaware corporation (the
“Company”), hereby grants to the Participant named
above (“you”) the number of shares of Common Stock, par
value $0.01 per share (the “Shares”) of the Company set
forth below on the terms of this Notice of Grant of Restricted
Stock and Restricted Stock Agreement (this
“Agreement”), subject to your acceptance of this
Agreement and the provisions of the Atlantic
Tele-Network, Inc. 2008 Equity Incentive Plan, as amended from
time to time (the “Plan”). The Shares are subject
to the restrictions set forth herein and those set forth in the
Plan.
Date of grant:
Number of
shares:
Vesting: The
Shares will vest and become issuable according to the following
schedule (each date, a “scheduled vesting date”):
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on
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20 , as to
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shares,
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(representing 25% of
the Shares)
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on
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20 , as to ,
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additional
shares,
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(representing 25% of
the Shares)
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on
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20 , as to
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additional shares,
and
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(representing 25% of
the Shares)
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on
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20 , as to
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additional
shares.
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(representing 25% of
the Shares)
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By your signature
below, you agree with the Company to the terms of this
Agreement.
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Atlantic
Tele-Network, Inc.
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By:
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Name:
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Title:
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Date
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Participant
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Date
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1
Terms of
Restricted Stock
1.
Plan Incorporated by Reference . The provisions of the Plan
are incorporated into and made a part of this Agreement by this
reference. Capitalized terms defined in the Plan and used and not
otherwise defined in this Agreement have the meanings given to them
in the Plan. The Committee administers the Plan, and its
determinations regarding the interpretation and operation of the
Plan and this Agreement are final and binding. The Board may in its
sole discretion at any time terminate or from time to time modify
and amend the Plan as provided therein. You may obtain a copy of
the Plan without charge upon request to the Company’s
Corporate Secretary.
2.
Vesting . The Shares will vest, while you are employed by
the Company or one of its Affiliates, on the scheduled vesting
dates stated in the vesting schedule on the first page of this
Agreement, subject to the other terms hereof. Notwithstanding
anything to the contrary in the foregoing, all unvested Shares
shall become 100% vested upon a qualifying termination of your
employment (as determined by the Committee) upon the occurrence of
a change in control (as defined by the Committee from time to
time).
3.
Withholding Taxes . You are responsible for any income
or other tax liability attributable to the Shares. It is a
condition to the issuance of Shares under this Agreement that you
shall pay to the Company, or make provision satisfactory to the
Committee for payment of, any taxes required by law to be withheld
with respect to the Shares no later than the date of the event
creating the tax liability. The Company and its Affiliates may, to
the extent permitted by law, deduct any such tax obligations from
any payment of any kind for your benefit. In the Committee’s
discretion, the minimum tax obligations required by law to be
withheld with respect to the Shares may be paid in whole or in part
in shares of Stock, including Shares granted under this Agreement,
valued at their Fair Market Value on the date of withholding or
delivery. A holder may make an election in accordance with
Section 83(b) of the Code. Any
Section 83(b) election must be filed with the IRS within
30 days of the grant of the Shares and is the sole responsibility
of the holder.
4.
Termination; Non-Competition and Non-Solicitation;
Forfeiture .
4.1 Upon
termination of your employment with the Company and its Affiliates
for any reason (other than death, disability or upon the occurrence
of change in control), any portion of the Shares that is unvested
as of the termination date will be forfeited and revert back to the
Company. Authorized leave of absence or absence on military
or government service shall not constitute termination of your
employment for this purpose so long as either (a) such absence
is for a period of no more than 90 calendar days or (b) your
right to re-employment after such absence is guaranteed either by
statute or by contract.
4.2
While employed or engaged by the Company and for a period of one
year after the termination or cessation of such employment or
engagement for any reason, you will not, without the
Company’s prior written consent, directly or
indirectly
