Exhibit 10.3


 


SABRE
COMMUNICATIONS HOLDINGS, INC.


INCENTIVE
RESTRICTED STOCK GRANT


 


Date of Grant:                      ,
200       


 


1.                                       Grant


 


Sabre Communications Holdings, Inc., a Delaware
corporation (the “Corporation”) hereby grants to                                     
(“Recipient”)                       
shares (the “Shares”) of common stock of the Corporation, par value $0.01, free
and clear of all liens, encumbrances, and adverse claims, subject, however, to
the restrictions set forth herein; and the undersigned Recipient acknowledges
receipt of the Shares subject to the terms hereof.


 


The Shares will be
promptly issued and a certificate or certificates for such Shares shall be
issued in the Recipient’s name.  For ease
of administration and fulfillment of the restrictions of this grant, the
certificate(s) shall remain in the custody of the Corporation at its
discretion.  The Recipient shall be a
Shareholder of all the Shares represented by the certificate(s), subject to the
forfeiture provisions contained herein. 
Recipient will have all the rights of a Shareholder with respect to such
Shares, including the right to vote them and to receive all dividends and other
distributions, provided however that the Shares shall be subject to the
restrictions in this Stock Grant and the articles of incorporation, bylaws and
any stockholder, registration rights or other similar agreements between at
least a majority of shareholders and shall not be transferable without the
consent of the Board of Directors.


 


2.             Restrictions


 


By
accepting the Shares under this Grant, the Recipient agrees and consents to the
following:


 


(a)                                  Restricted
Transferability.  No Shares hereunder will be conveyed,
transferred, encumbered or otherwise disposed of (any such disposition being herein
called a “transfer”) by the holder thereof at any time without the prior
written consent of the Board of Directors; such consent which may be withheld
for any reason or no reason at all. 
Recipient acknowledges that the Shares are not intended to be freely
transferable or otherwise sold, transferred or liquidated except in the event
of a Liquidating Event described herein or redemption by the Corporation on
terms mutually agreeable to the parties.


 


Any other transfer
or purported transfer made by a Recipient of Shares under this Grant will be
null and void and the Corporation shall not recognize or give effect to such
transfer on its books and records or recognize the person(s) to whom such
proposed transfer has been made as the legal or beneficial holder of those
Shares.


 


(b)                                 Rights Upon Death. 
In the event Recipient dies while employed by the Corporation, the
Corporation shall have the right to repurchase any or all of the Shares at fair
market value, or allow the Recipient’s estate to continue to hold the Shares in
accordance with the provisions of the Shareholder Agreement.  In the 


 

















 


event the
Corporation elects to exercise such repurchase right, either in whole or in
part, it shall provide notice to the Recipient’s estate within 120 days of Recipient’s
death and payment shall be made within 90 days after such notice.


 


(c)                                  Forfeiture upon
Termination for Cause.  In the event the Recipient is
terminated for “cause,” his Shares shall be deemed forfeited.  For purpose of this Grant, “cause” shall include
termination for poor performance or misconduct but shall not include
termination as a result of a job elimination or staff reduction.


 


(d)                                 Voluntary Termination. 
In the event Recipient leaves the employ of the Corporation, the
Corporation shall have the right to elect to purchase Recipient’s Shares at a
price based on fifty percent (50%) of fair market value of the Corporation as
determined by the Board of the Corporation. 
In the event the Corporation elects to exercise such repurchase right,
it shall provide notice to the Recipient within 120 days of Recipient’s
termination.  The payment due to
Recipient for the sale of its Shares shall be held in escrow for one (1) year
at an interest rate of six percent (6%). 
In the event the Corporation does not elect to so purchase the Shares,
the Shares shall remain in the custody of the Corporation at its discretion,
for up to eighteen (18) months following the termination.  If the Recipient has not been employed,
either directly or indirectly, by a business in competition with the
Corporation within eighteen (18) months from the date of termination, the
escrowed proceeds plus interest (or certificates as the case may be) shall be
delivered to the Recipient.  If a Recipient
is subsequently employed, either directly or indirectly, by a business in
competition with the Corporation within eighteen (18) months from the date of
termination, the Recipient’s Shares shall be forfeited to the Corporation.  Any proceeds in a designated stock escrow
account for the benefit for the Recipient shall become the property of the
Corporation.  For the purpose of this
paragraph, the term “indirectly” shall refer to such activities as consulting
for competitors, contract work with competitors, or providing services to a
competitor/customer/manufacturer or supplier that negatively impacts the
Corporation in the marketplace.


 


(e)                                  Available Stock for Grants.  The
maximum number of shares of Stock that may be granted to all participants under
the Plan is 50,000 shares.  Such shares may be treasury or authorized but
unissued shares of Stock of the Corporation.


 


RECIPIENT
EXPRESSLY ACKNOWLEDGES THAT THE FORFEITURE PROVISIONS RELATED TO NON-COMPETE
ACTIVITIES ARE DISTINCT AND SEPARATE FROM ANY NON-COMPETE AND NON-SOLICITATION
COVENANTS AND RESTRICTIONS THAT MAY BE IMPOSED UPON RECIPIENT UNDER A
PRIOR OR FUTURE AGREEMENT.  THE TERMS OF
THIS GRANT WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISIONS
AND IN SOME CASES, THE FORFEITURE PERIOD HEREUNDER MAY BE 


 


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LONGER
THAN THE RESTRICTIVE PERIOD SET OUT IN OTHER AGREEMENTS.


 


3.             Capital Changes


 


In the event of a stock split, stock
dividend, combination of Shares or any other change or exchange for other
securities by reclassification, reorganization, merger, consolidation,
recapitalization or otherwise, the Shares issued hereunder shall be adjusted
and new certificates shall be issued as required.  Nothing herein is intended to eliminate the
forfeiture requirements or restrictions placed on such Shares.


 


Nothing in this section
shall be construed as providing the Participant, with respect to either the
Option granted under this plan or Option Shares, any protection against
dilution as a result of additional invested capital in the Corporation or its
Subsidiaries or as a result of a merger or consolidation.


 


4.             Legend


 


Recipient
acknowledges that the following legend will be placed on the certificate for
the Shares providing for the terms of this Incentive Stock Grant:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE ASSIGNED, SOLD,
TRANSFERRED OR ENCUMBERED IN ANY MANNER OR DISPOSED OF, WITHOUT PRIOR APPROVAL
OF THE BOARD OF DIRECTORS OF THE CORPORATION IN COMPLIANCE WITH THE TERMS OF
CERTAIN AGREEMENTS WITH THE CORPORATION, INCLUDING, BUT NOT LIMITED TO, THE
INCENTIVE RESTRICTED STOCK GRANT, REGISTRATION RIGHTS, AND STOCKHOLDERS
AGREEMENT.  THE AGREEMENTS CONTAIN
PROHIBITIONS ON TRANSFERS, AS WELL AS FORFEITURE PROVISIONS AND REPURCHASE RIGHTS
GRANTED TO THE CORPORATION.


 


Additionally, as provided
for in the stockholders’ agreement of the Corporation, a legend, substantially
in the form set forth below, shall be placed on the certificates representing
any shares of Stock owned by the Participant:


 


THE SHARES REPRESENTED BY
THIS CERTIFICATE (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAW,
AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH
SUCH LAWS, AND (2) ARE SUBJECT TO THE RIGHTS AND RESTRICTIONS CONTAINED IN
THE STOCKHOLDERS AGREEMENT DATED AS OF MAY 9, 2006, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE ISSUER HEREOF.


 


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5.             Investment Purpose


 


In acquiring the
Shares, the Recipient agrees with and represents to the Corporation that the
Recipient is acquiring such Shares for the purpose of investment and with no
present intent to transfer, sell, or otherwise dispose of such Shares.


 


6.             Limitations


 


(a)                                  No Right to Assign. 
Recipient shall not have the ability to assign any rights under this
Grant.


 


(b)                                 Rights of Recipient. 
Recipient will have no rights in respect to such Shares other than those
set forth in the Grant.  The articles,
bylaws and any shareholders and investor rights agreement shall further govern
the rights and restrictions of the Shares.


 


(c)                                  No Right to Continued Employment
or Management.  Neither the Corporation’s action in
establishing the Grant, nor any action taken by it or by the Board under the
Grant, nor any provision of the Grant will be construed as giving to any
person, including Recipient, the right to be retained by the Corporation or any
parent or subsidiary.  Any such
employment or management agreement shall be governed by separate agreements
between the parties.


 


(d)                                 Confidentiality. 
Recipient agrees that all the terms and conditions of this Grant shall
be deemed confidential (the “Confidential Grant Terms and Conditions”) and
shall not by them be disclosed or commented upon to third parties except (i) to
accountants, tax preparers, and attorneys as necessary to obtain advice, or if
required, to the Internal Revenue Service with respect to an election under IRC
83B; (ii) as may be required by court order; (iii) as necessary to
enforce this Grant in court; (iv) as necessary in response to official
government inquiry; or (v) as agreed by the Parties in writing.  In the event of any disclosure to
accountants, tax preparers, attorneys and Recipient’s immediate family, such
accountants, tax preparers, and attorneys will be specifically informed by
Recipient of this confidentiality provision and shall be bound by the terms of
this confidentiality provision.  Any
breach of this provision by any such accountants, tax preparers, or attorneys
shall be deemed a breach by the party engaging the accountant, tax preparer or
attorney or by the party whose present cohabitant breaches this provision.


 


In the event that either
party is required by law, regulation, legal or regulatory process, or the
requirements of any relevant stock exchange requirement or supervisory
authority to disclose any of the Confidential Grant Terms and Conditions,
Recipient or its representatives, to the extent permissible, will provide the
Corporation with prompt notice of such request or requirement so that the
Corporation may seek an appropriate protective order or other appropriate
remedy and/or waive compliance with the provisions of this confidentiality 


 


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provision.  In the event that such protective order or
other remedy is not obtained, or the Corporation grants a waiver hereunder, the
Recipient or such representative may furnish that portion (and only that
portion) of the Confidential Grant Terms and Conditions which, on the advice of
counsel, it is so compelled to disclose and will exercise all reasonable
efforts to ensure that confidential treatment will be accorded any information
so furnished.


 


7.             Governing Law.


 


The Grant will be
governed by the laws of the State of Delaware, without regard to its conflict
of laws, principles and the agreed jurisdiction for any dispute regarding the
terms hereof shall be in the United States District Court for the District of
Delaware and the Chancery Court of the State of Delaware (and of the
appropriate appellate courts therefrom.


 


8.             Expenses of Administration.


 


All costs and expenses
incurred in the operation and administration of this Grant will be borne by the
Corporation. Notwithstanding the foregoing, the Recipient will bear his own out-of-pocket
expenses, including taxes, fees or other costs, associated with any Shares he
may receive.


 


IN WITNESS WHEREOF, the
Corporation has executed this Grant effective this       
day of                                 ,
200  .


 


	
   

  	
  SABRE COMMUNICATIONS HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
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Recipient acknowledges
receipt of the Shares subject to all the terms and conditions hereof.  Recipient understands that the Shares are
restricted not only by the terms herein, but by the articles, bylaws,
stockholders agreement, registration rights and any other similar agreements
executed by a majority of the shareholders.


 


	
   

  	
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