SKYTERRA
COMMUNICATIONS, INC.
2006 EQUITY AND INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
This RESTRICTED STOCK AGREEMENT
(this “Agreement”), dated as of the 4 th day
of August, 2008, is entered into by and between SkyTerra
Communications, Inc., a Delaware corporation (the
“Company”), and Drew Caplan (the “Grantee”
and, together with the Company, the
“Parties”).
RECITALS
The Board of Directors of the
Company has determined to grant to the Grantee restricted shares of
common stock, par value $0.01 per share, pursuant to the 2006
Equity and Incentive Plan (the “Plan”), on the terms
and conditions set forth herein, and hereby grants such restricted
shares.
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
50,000 shares of Common Stock
pursuant to the terms and conditions of this Agreement (the
“Restricted Stock”) granted effective as of August 15,
2008, (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 Restricted
Period (as defined below).
(b)
Restricted Period . The restrictions set forth above 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) on August 15,
2010 (the period from the Date of Grant until the date on which the
restrictions lapse is the “Restricted
Period”).
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 and risk of forfeiture set forth in Sections 2 and 4
with the same force and effect as the Restricted Stock subject to
such restrictions and risk of forfeiture immediately before such
event.
|
|
4.
|
Cessation
of Service .
|
(a)
Forfeiture. If the
Grantee’s employment with the Company terminates for any
reason other than those set forth in Section 4(b) of this
Agreement, then any portion of the Restricted Stock for which the
Restricted Period has 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.
(b)
Accelerated Vesting. If prior to
the end of the Restricted Period, the Grantee’s employment
with the Company is terminated (i) by the Company without Cause or
(ii) because of the Grantee’s death or Disability, the
Restricted Stock will immediately vest in full and the Company
shall deliver a certificate or certificates representing the
unrestricted shares promptly following such termination of
service.
5.
Certificates . Restricted Stock granted herein may be
evidenced in such m
