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Exhibit 99.2
SKYTERRA COMMUNICATIONS, INC.
2006 EQUITY AND INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (this "Agreement"), dated as of
the 18th day of December, 2006, is entered into by and between
SkyTerra Communications, Inc., a Delaware corporation (the
"Company"), and Scott Macleod (the "Grantee" and, together with the
Company, the "Parties").
RECITALS
The Board has determined to grant to the Grantee restricted
shares of Common Stock pursuant to the Company's 2006 Equity and
Incentive Plan (the "Plan") on the terms and conditions set forth
herein, and hereby grants such restricted shares on the date that a
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended, covering the shares of Common Stock issuable pursuant
to the Plan (the "Plan Shares") becomes effective (the "Date of
Grant").
Any capitalized terms not defined herein shall have their
respective meanings set forth in the Plan.
NOW, THEREFORE, the Parties hereto agree as follows:
1.
Grant of Restricted Stock . The Grantee is entitled to
200,000 shares of Common Stock pursuant to the terms and conditions
of this Agreement (the "Restricted Stock", which shall consist of
the Time Vesting Shares and the Performance Vesting Shares, as
defined in Section 2 below) granted effective as of the Date of
Grant, subject to the restrictions set forth below and the terms of
this Agreement. The Grantee shall not be required to pay any cash
consideration in exchange for the Restricted Shares.
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2.
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Restrictions and Restricted Period
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(a)
Restrictions . Shares of Restricted Stock granted hereunder
may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of and shall be subject to a risk of forfeiture
as described in Section 4 below until the lapse of the Restrictions
(as defined below).
(i)
Time Vesting Restrictions . Subject to Section 4 below, the
restrictions set forth herein shall lapse and the shares of
Restricted Stock
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shall become vested and transferable (provided, that such
transfer is otherwise in accordance with federal and state
securities laws, and subject to Section 4(b)) as to: 33.34% of the
shares of Restricted Stock (66,667 shares) (the "Time Vesting
Shares") on December 18, 2009 (the "Time Vesting Restriction").
(ii)
Performance Vesting Restrictions . Subject to Section 4
below, the restrictions set forth herein shall lapse and the shares
of Restricted Stock shall become vested and transferable (provided,
that such transfer is otherwise in accordance with federal and
state securities laws, and subject to Section 4(b)) as to (x)
33.33% of the shares of Restricted Stock (66,666 shares) on the
first day following the twentieth consecutive trading day on which
the last sale price or, if unavailable, the average of the closing
bid and asked prices per share of the Stock exceeds $20 per share
(together with the shares in Section 2(b)(ii)(y), the "Performance
Vesting Shares"); and (y) as to an additional 33.33% of the shares
of Restricted Stock (66,666 shares) on the first day following the
twentieth consecutive trading day on which the last sale price or,
if unavailable, the average of the closing bid and asked prices per
share of the Stock exceeds $25 per share (the "Performance Vesting
Restrictions", together with the Time Vesting Restrictions, the
"Restrictions"), provided however, that to the extent either of the
Performance Vesting Restrictions have not lapsed by June 18, 2010
(the "Expiration Period"), such Performance Vesting Shares shall be
forfeited to the Company without payment or any consideration by
the Company, and neither the Grantee nor any of his successors,
heirs, assigns, or personal representatives shall thereafter have
any further rights or interests in such Performance Vesting
Shares.
3.
Rights of a Stockholder . From and after the Date of Grant
and for so long as the Restricted Stock is held by or for the
benefit of the Grantee, the Grantee shall have all the rights of a
stockholder of the Company with respect to the Restricted Stock,
including, but not limited to, the right to receive dividends and
the right to vote such shares. If there is any stock dividend,
stock split or other change in character or amount of the
Restricted Stock, then in such event, any and all new, substituted
or additional securities to which Grantee is entitled by reason of
the Restricted Stock shall be immediately subject to the
Restrictions set forth in Sections 2 and 4 with the same force and
effect as the Restricted Stock subject to such Restrictions
immediately before such event.
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4.
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Cessation of Employment .
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(a)
Forfeiture. If the Grantee's employment with the Company is
terminated by the Company for Cause (as defined below) or if
Grantee voluntarily terminates his employment with the Company
other than for Good Reason (as defined below), then the Restricted
Stock, to the extent the Restrictions have not lapsed, shall be
forfeited to the Company without payment of any consideration by
the Company, and neither the Grantee nor any of his successors,
heirs, assigns, or
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personal representatives shall thereafter have any further
rights or interests in such shares of Restricted Stock.
(b)
Accelerated Vesting. If the Grantee's employment is
terminated by the Company for reasons other than Cause (as such
term is defined in Section 4(c) below) or as a result of death or
Disability, or if Grantee voluntarily terminates his employment
with the Company for Good Reason (as defined below):
(i) the
Time Vesting Shares sh
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