Exhibit 10.2
THE 2003 GLOBAL CROSSING
LIMITED
STOCK INCENTIVE
PLAN
PERFORMANCE-BASED RESTRICTED
STOCK UNIT AGREEMENT
PERFORMANCE-BASED 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 Units granted to the Participant under this
Agreement.
(b) “Grant Date” shall
mean the date on which the Units provided for in this Agreement
were granted, DATE.
(c) “Pro Rata
Portion” shall mean a number of Units equal to (i) in
the case of death or long-term disability occurring on or prior to
September 30, 2010, the number of Units referenced in
Section 3 below or (ii) in the case of death or long-term
disability occurring after September 30, 2010, the number that
would have vested pursuant to clause 4(a)(i) below had the
participant’s employment continued through December 31,
2010, in either case multiplied by a fraction, the numerator of
which is the number of full months to have elapsed from the Grant
Date through the date of the participant’s death or long-term
disability, 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 Units that includes a fractional unit shall
be rounded up the next whole number.
(d) “Units” shall mean
the right to receive a specified number of Shares in the event that
the conditions specified in this Agreement are satisfied, 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 Units . The
Company grants to the Participant # PERF RSUs Units, representing
the right, in the event that the conditions specified in this
Agreement are satisfied, to receive a number of Shares equal to
such number of Units multiplied by the applicable percentage set
forth in Section 4(a) below.
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 Units . The
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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the percentage
of the Award calculated in the manner set forth in Schedule I
attached hereto shall vest on December 31, 2010;
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(ii)
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upon the
occurrence of a Change in Control on or prior to December 31,
2010, the percentage of the Award calculated in the applicable
manner set forth in Schedule I attached hereto 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
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