Exhibit 10.1
THE 2003 GLOBAL CROSSING
LIMITED
STOCK INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
RESTRICTED STOCK UNIT AGREEMENT
(this “ Agreement ”) dated as of DATE, from
Global Crossing Limited, a Bermuda company (the “
Company ”), to NAME (the “ Participant
”), pursuant to the 2003 Global Crossing Limited Stock
Incentive Plan, as amended from time to time (the “
Plan ”).
1. Incorporation of the Plan by
Reference . The terms of the Plan are hereby incorporated by
reference. Capitalized terms that are not defined herein shall have
the same meanings assigned in the Plan. In the event of any
conflict between this Agreement and the Plan (as either may be
interpreted by the Committee), the Plan shall control.
2. Definitions
(a) “Award” shall mean
the Restricted Stock Units granted to the Participant under this
Agreement.
(b) “Grant Date” shall
mean the date on which the Restricted Stock Units provided for in
this Agreement were granted, DATE.
(c) “Pro Rata
Portion” as of any given date shall mean a number of
Restricted Stock Units equal to the total Award amount multiplied
by a fraction, the numerator of which is the number of full months
to have elapsed since the Grant Date, and the denominator of which
is # MONTHS. For purposes of this calculation, (1) the
14 th day of each month shall be the
relevant day for determining the number of elapsed full months and
(2) any number of Restricted Stock Units that includes a
fractional unit shall be rounded up the next whole
number.
(d) “Restricted Stock
Units” shall mean the right to receive a specified number of
Shares, which right is subject to forfeiture as set forth in this
Agreement.
(e) “Disability” shall
mean any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months that either
(i) renders the Participant unable to engage in any
substantial gainful activity, or (ii) results in the
Participant receiving long-term disability benefits under the
Company’s long-term disability plan for a period of not less
than three months.
3. Grant of Restricted Stock
Units . The Company grants to the Participant # TIME BASED
Restricted Stock Units representing the right to receive shares of
common stock.
4. Vesting and Rights as a
Shareholder . It is understood and agreed that the grant of the
Award evidenced hereby is subject to the following
conditions:
(a) Vesting of Restricted Stock
Units . The Restricted Stock Units shall, subject to the
Participant’s continued employment from the Grant Date, vest
and become eligible for settlement pursuant to Section 6 as
follows:
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(i)
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100% of the
Award shall vest on DATE;
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(ii)
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upon the
occurrence of a Change in Control, any portion of the Award still
subject to restrictions shall vest; and
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(iii)
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upon the date
the Participant dies or becomes disabled, a portion of the Award
equal to the excess of the Pro Rata Portion over the number of
shares theretofore vested shall vest.
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(b) Restrictions on Transfer
. The Restricted Stock Units may not be sold, assigned,
hypothecated, pledged or otherwise transferred or encumbered in any
manner except ( i ) by will or the laws of descent and
distribution, or ( ii ) ot
