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Exhibit
10.71
SKYTERRA COMMUNICATIONS,
INC.
2006 EQUITY AND INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
This RESTRICTED STOCK
AGREEMENT (this “Agreement”), dated as of the 11th day
of January, 2007, is entered into by and between SkyTerra
Communications, Inc., a Delaware corporation (the
“Company”), and Robert Lewis (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 75,000 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.
2. Restrictions and
Restricted Period .
(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).
(b) Restrictions.
(i) Time 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
1
accordance with federal and state
securities laws, and subject to Section 4(b)) as to: 33.34% of
the shares of Restricted Stock (25,000 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 (25,000 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 (25,000 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.
4. Cessation of
Employment .
(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 personal
representatives shall thereafter have any further rights or
interests in such shares of Restricted Stock.
2
(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
shall immediately vest in full, and the Company shall deliver the
Time Vesting Shares promptly after such terminatio
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