EX-10.24






EXHIBIT 10.24




ARRIS GROUP, INC.

2008 STOCK INCENTIVE PLAN




Restricted Stock Grant




Participant:

No. of Shares subject to

Restricted Stock Grant:




     THIS RESTRICTED STOCK GRANT (this “Grant”) dated as of the ___day of                     , 20___(the
“Date of Grant”), is made by ARRIS Group, Inc., a Delaware corporation (the “Company”), to the
participant named above (the “Participant”), pursuant and subject to the provisions of the plan
referenced above (the “Plan”). All terms used herein that are defined in the Plan have the same
meaning given them in the Plan. Paragraph 22 of this Grant provides definitions of additional
terms used herein.



     1. Grant of Restricted Stock. Pursuant to the Plan, the Company, on the Date of
Grant, granted to the Participant, subject to the terms and conditions of the Plan and subject
further to the terms and conditions set forth herein, an award of the number of shares of the
common stock of the Company, par value $0.01 per share (“Shares”), set forth above. This award
hereinafter is referred to as the “Restricted Stock.”



     2. Restrictions. Except as otherwise provided in this Grant, the shares of Restricted
Stock are nontransferable and are subject to a substantial risk of forfeiture.



     3. No Shareholder Rights. Before shares of Restricted Stock become transferable and
nonforfeitable (“Vested”), the Participant will have none of the rights of a shareholder in the
shares of Restricted Stock, including without limitation, the right to vote the shares of
Restricted Stock or to receive dividends and distributions thereon. Additionally, during such
period, the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose
of shares of Restricted Stock, which shall remain subject to a substantial risk of forfeiture and
nontransferable as described in this Grant. Notwithstanding the preceding sentence, the
Participant may designate a beneficiary or beneficiaries to receive, in the event of the
Participant’s death, any rights to which the Participant would be entitled under this Grant. Such
designation shall be filed with the Company, and may be changed or revoked, all in accordance with
uniform procedures specified by the Committee.



     4. Vesting. Except as provided in paragraph 5 below and subject to paragraph 20, the
Participant’s interest in the shares of Restricted Stock shall become Vested at the time or times
set forth on Exhibit A attached hereto. If the Participant ceases to be employed by the
Company or any Affiliate for any reason (except as may be provided on Exhibit A or in any
other agreement between the Company and the Participant), all shares of Restricted Stock that are
not then Vested shall be forfeited, without any payment whatsoever to the Participant.



 









 





     5. Securities Law Restrictions.




     (a) Notwithstanding any other provision of this Grant, no Shares shall be issued and no
certificates for Shares shall be delivered except in compliance with all applicable federal
and state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the rules of all
domestic stock exchanges on which the Company’s Shares may be listed. The Company shall
have the right to rely on an opinion of its counsel as to such compliance. Any stock
certificate evidencing Shares issued pursuant to this Grant may bear such legends and
statements as the Committee may deem advisable to assure compliance with federal and state
laws and regulations and to reflect any other restrictions applicable to such shares as the
Committee otherwise deems appropriate. No Shares shall be issued and no certificates for
Shares shall be delivered until the Company has obtained such consent or approval as the
Committee may deem advisable from regulatory bodies having jurisdiction over such matters.




     (b) Notwithstanding any other provision of this Grant, the Committee may postpone the
vesting of the Restricted Stock for such time as the Committee in its sole discretion may
deem necessary in order to permit the Company (i) to effect, amend or maintain any necessary
registration of the Plan or the Shares subject to this Grant under the securities laws; (ii)
to take any action in order to (A) list such Shares on a stock exchange if Shares are not
then listed on such exchange or (B) comply with restrictions or regulations incident to the
maintenance of a public market for its Shares, including any rules or regulations of any
stock exchange on which the Shares are listed; (iii) to determine that such Shares are
exempt from such registration or that no action of the kind referred to in (ii)(B) above
needs to be taken; (iv) to comply with any other applicable law, including without
limitation, securities laws; (v) to comply with any legal or contractual requirements during
any such time the Company or any Affiliate is prohibited from doing any of such acts under
applicable law, including without limitation, during the course of an investigation of the
Company or any Affiliate, or under any contract, loan Grant or covenant or other Grant to
which the Company or any Affiliate is a party or (vi) to otherwise comply with any
prohibition on such acts or payments during any applicable blackout period; and the Company
shall not be obligated by virtue of any terms and conditions of the Grant or any provision
of the Plan to recognize the grant or vesting of the Restricted Stock or to issue Shares in
violation of the securities laws or the laws of any government having jurisdiction thereof
or any of the provisions hereof. Any such postponement shall not extend the term of the
Restricted Stock (unless expressly agreed to by the Company) and neither the Company nor its
directors and officers nor the Committee shall have any obligation or liability to the
Participant or to any other person with respect to Shares as to which this award shall lapse
because of such postponement.



     6. Stock Power. With respect to any shares of Restricted Stock forfeited under this
Grant, the Participant does hereby irrevocably constitute and appoint Lawrence A. Margolis or any
successor Secretary of the Company (the “Secretary”) as his or her attorney to transfer the
forfeited shares on the books of the Company with full power of substitution in the premises. The
Secretary shall use the authority granted in this paragraph to cancel any shares of Restricted
Stock that are forfeited under this Grant.



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     7. Additional Restrictions. The Participant can only become Vested in the shares of
Restricted Stock during the Participant’s lifetime. Neither this grant of Restricted Stock nor the
Participant’s right or interest in any shares of Restricted Stock shall be liable for, or subject
to, any lien, obligation or liability of the Participant. Participant’s rights and interests in
any shares of Restricted Stock are subject to the Company’s Executive Compensation Adjustment and
Recovery Policy to the extent that Participant now or in the future is subject thereto. To the
extent that the Company adopts, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or
otherwise, any additional or alternative plan generally applicable to the Company’s senior
management that provides for the forfeiture or repayment of bonuses, incentive-based or
equity-based compensation or proceeds from the sale of Company securities, as a result of
non-compliance with securities laws or other misconduct, whether by the Participant or some other
person, the shares of Restricted Stock and proceeds there from shall be subject to forfeiture or
repayment in accordance wit the terms of such plan. 



     8. Custody of Certificates. The Company shall retain custody of stock certificates
evidencing the shares of Restricted Stock. Within ten (10) days after shares of Restricted Stock
become Vested, Subject to Participant’s fulfillment of the obligations contained in Paragraph 20,
the Company will deliver to the Participant the stock certificates evidencing the shares of
Restricted Stock that have become Vested.



     9. Non-Competition and Non-Solicitation Agreement. By accepting the Restricted Stock,
the Participant agrees as follows:




     (a) During employment and for a period of four (4) months from the date of termination
of the Participant’s employment with the Company and its Affiliates for any reason
whatsoever, the Participant will not, directly or indirectly, compete with the Company or
any Affiliate by providing to any entity that is in a Competing Business services
substantially similar to the services provided by the Participant at the time of
termination.




     (b) During employment and for a period of two (2) years after the termination of the
Participant’s employment with the Company and its Affiliates for any reason whatsoever, the
Participant will not, on his own behalf or on behalf of any other person, partnership,
association, corporation or other entity, solicit or in any manner attempt to influence or
induce any employee of the Company or its Affiliates (known by the Participant to be such)
to leave the employment of the Company or its Affiliates, nor shall the Participant use or
disclose to any person, partnership, association, corporation or other entity any
information obtained while an employee of the Company or any Affiliate concerning the name
and addresses of the Company’s or any Affiliate’s employees.




     (c) During employment and for the applicable period under any other agreement between
the Company and the Participant or as otherwise provided in applicable law, the Participant
will comply with all confidentiality, trade secrets and similar requirements.


If the Participant violates any of the provisions of this paragraph 9, the Participant shall pay
the Company any profits the Participant received as a result of the Vesting of the Restricted Stock




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(including the greater of the value of the Restricted Stock on the day of Vesting or the proceeds
from the ultimate sale of the Restricted Stock), provided that in the case of violations subsequent
to the termination of the Participant’s employment, such payments shall apply only to Restricted
Stock that Vests subsequent to six months prior to such termination. Such payment shall be in
addition to any other remedies the Company may have.




     10. Agreement to Terms of the Plan and Agreement. The Participant has received a copy
of the Plan, has read and understands the terms of the Plan and this Grant, and by accepting the
Restricted Stock (which acceptance shall conclusively be evidenced by either the failure of
Participant to promptly reject this grant following receipt or Participant’s acceptance of any
benefits hereunder) agrees to be bound by their terms and conditions.



     11. Fractional Shares. Fractional Shares shall not be issuable hereunder, and when
any provision hereof may entitle the Participant to a fractional Share, such fractional Share shall
be rounded up to the nearest whole Share.



     12. Change in Capital Structure. The terms of the Restricted Stock shall be adjusted
in accordance with the terms and conditions of the Plan as the Committee determines is equitably
required in the event the Company effects one or more stock dividends, subdivisions or
consolidations of Shares, reorganizations, recapitalizations, spin-offs or other similar changes in
capitalization.



     13. Notice. Any notice or other communication given pursuant to this Grant, or in any
way with respect to the Restricted Stock, shall be in writing and shall be personally delivered or
mailed by United States registered or certified mail, postage prepaid, return receipt requested, to
the following addresses or such other address as the addressee may provide to the other party in
writing:



	 	 	 	 	 
	 

	 	If to the Company:
	 	ARRIS Group, Inc.
	 

	 	 	 	3871 Lakefield Drive
	 

	 	 	 	Suwanee, Georgia 30024
	 

	 	 	 	Attn: Secretary
	 
	 	 	 	 
	 

	 	If to the Participant:
	 	The address of the Participant as it
appears in the employment records of the Company






     14. No Right to Continued Employment. Neither this Grant nor the Restricted Stock
confers upon the Participant any right with respect to continued employment by the Company or any
Affiliate, nor shall it interfere in any way with the right of the Company or any Affiliate to
terminate the Participant’s employment at any time without assigning a reason therefor.



     15. Impact on Other Plans and Arrangements. The determination of whether the value of
the Restricted Stock will be included or excluded in calculating any severance, resignation,
redundancy, end of service payments, bonuses or long-service awards, any payments or benefits under
any pension or retirement plans or any other compensation or benefits will be based on the terms of
the applicable plan, program or arrangement. If such plan, program or



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arrangement would not otherwise require the inclusion of Restricted Stock in such calculation,
then the Restricted Stock shall be excluded from such calculation.



     16. Binding Effect. Subject to the limitations stated above and in the Plan, this
Grant shall be binding upon and inure to the benefit of the legatees, distributees, transferees and
personal representatives of the Participant and the successors of the Company.



     17. Conflicts. In the event of any conflict between the provisions of the Plan and
the provisions of this Grant, the provisions of the Plan shall govern. All references herein to
the Plan shall mean the Plan as in effect on the date hereof.



     18. Governing Law. This Grant shall be governed by the laws of the State of Delaware,
except to the extent federal law applies.



     19. Tax Consequences and Section 409A. The Participant acknowledges that there may be
tax consequences upon the vesting of the Restricted Stock and that the Participant should consult a
tax advisor. The Restricted Stock is intended to be exempt from the requirements of Section 409A
of the Code. Notwithstanding the preceding, the Company and its Affiliates shall not be liable to
the Participant or any other person if the Internal Revenue Service or any court or other authority
having jurisdiction over such matter determines for any reason that this Grant is subject to taxes,
penalties or interest as a result of failing to comply with Section 409A of the Code.



     20. Withholding Obligations. At the applicable time, the Participant shall remit to
the Company amounts sufficient to satisfy any federal, state or local withholding tax requirements
before the delivery of any certificate or certificates for such shares of Restricted Stock by
making payment in cash or cash equivalent or such other form of payment acceptable to the Committee
(which may include Shares) or shall arrange for the withholding from other payments due the
Participant of the applicable amounts.



     21. Amendment or Termination. This Grant may be amended or terminated at any time by
the mutual Grant and written consent of the Participant and the Company, but only to the extent
permitted under the Plan.



     22. Definitions. For purposes of this Grant, the following words shall have the
meanings set forth below:




     (a) “Affiliate” means any entity that is part of a controlled group of
corporations or is under common control with the Company within the meaning of Code Sections
1563(a), 414(b) or 414(c), except that, in making any such determination, 50 percent shall
be substituted for 80 percent under such Code Sections and the related regulations.




     (b) “Cause” shall have the same meaning as under any employment agreement
between the Company or any Affiliate and the Participant or, if no such employment agreement
exists or if such employment agreement does not contain any such definition, Cause means
Participant’s termination of employment by the Company or any Affiliate by reason of his or
her misconduct in respect of the Participant’s



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obligations to the Company or Affiliate, including, but not limited to, the
Participant’s dishonesty, disloyalty, insubordination, unsatisfactory performance, or
failure to follow policies, rules, or procedures of the Company or Affiliate.




     (c) “Change in Control” means (1) any Person (as such term is used in Section
13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the
“beneficial owner” (as determined pursuant to Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding securities; or (2) during any period
of twelve (12) consecutive months, individuals who at the beginning of such period
constitute the members of the board of directors of the corporation and any new director,
whose election to the board or nomination for election to the board of directors by the
corporation’s stockholders was approved by a vote of a majority of the directors then still
in office who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to constitute a
majority of the board of directors (for this purpose “corporation” shall be determined in
accordance with Treas. Reg. Section 1.409A-3(i)(5)(vi)(A)(2)); or (3) the Company shall
merge with or consolidate into any other corporation, other than a merger or consolidation
which would result in the holders of the voting securities of the Company outstanding
immediately prior thereto holding immediately thereafter securities representing more than
fifty percent (50%) of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or consolidation; or (4) the
sale or disposition of all or substantially all of the Company’s assets during a period of
twelve (12) consecutive months to any Person. Whether a Change in Control shall have
occurred shall be determined in accordance with Section 409A(a)(2)(A)(v) of the Code and the
regulations thereunder.




     (d) “Code” means the Internal Revenue Code of 1986, as amended.




     (e) “Competing Business” means any business that engages, in whole or in part,
in the equipment and supply for broadband communications systems in the United States.




     (f) “Disabled” means fully and permanently disabled within the meaning of the
Company’s group long term disability plan then in effect. The Committee, in its sole
discretion, shall determine whether the Participant is Disabled for purposes of this Grant.



     IN WITNESS WHEREOF, the Company has caused this Grant to be signed by a duly authorized
officer.



	 	 	 
	 

	 	COMPANY:
	 
	 	 
	 

	 	ARRIS GROUP, INC.
	 
	 	 
	 

	 	By:






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EXHIBIT A

Vesting Provisions



Except as provided in paragraph 5 of the Grant, the Participant’s interest in the shares of
Restricted Stock shall Vest as set forth below. For purposes of the Grant, including the vesting
provisions in this Exhibit A, the Participant will be deemed to have terminated employment
as of his or her last day of active work for the Company and its Affiliates; provided, however,
that the Participant shall be deemed to be actively at work during any period the Participant is on
approved paid medical leave or during the protected reemployment period applicable to military
leave. Where, under General Vesting below, both Service-Based and Performance-Based Vesting are
indicated, Vesting shall occur only to the extent both Vesting conditions are met.




I. General Vesting




Service-Based Vesting



o                      Shares of the Restricted Stock granted hereunder shall Vest as set forth below:
 




	 	 	 
	Percentage of Shares That Vest	 	Vesting Date
	__%
	 	                    , 20__
	__%
	 	                    , 20__
	__%
	 	                    , 20__
	__%
	 	                    , 20__
	 
	 	 






Performance-Based Vesting



o                      Shares of the Restricted Stock granted hereunder are performance shares (the
“Performance Shares”). Vesting with respect to the Performance Shares of Restricted Stock is set
forth below with respect to each applicable vesting date, provided that, at each such time, (a) the
Participant is still employed by the Company or any Affiliate and (b) the performance measures set
forth below have been met and certified by the Committee.




[Describe Performance Criteria]




II. Accelerated Vesting




Accelerated Vesting on Death



o Notwithstanding the foregoing, one-hundred percent (100%) of the shares of Restricted Stock
shall Vest if the Participant dies while still employed by the Company or any Affiliate.




Accelerated Vesting on Disability



o Notwithstanding the foregoing, one-hundred percent (100%) of the shares of Restricted Stock
shall Vest if the Participant dies or becomes Disabled while still employed by the Company or any
Affiliate.




 









 








Accelerated Vesting on Change in Control



o Notwithstanding the foregoing, one hundred percent (100%) of the Participant’s interest in
the shares of Restricted Stock shall Vest (a) if, following a Change in Control, Participant is
discharged from employment with the Company or any Affiliate other than for Cause, or (b) as
otherwise provided in any employment agreement between the Company or any Affiliate and the
Participant.