**Exhibit 10.3**

**PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT**

[Date] 

[Name of Grantee]

 

**Grant of Performance-Based Restricted Stock**

Dear                     (the “Grantee”): 

Syniverse Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s Amended and Restated 2006 Long-Term Equity Incentive Plan (the“Plan”), the Company has granted to you shares of the Company’s Common Stock, par value $0.001 per share, as set forth below (the “Performance-Based Restricted Shares”), subject to the terms and conditions setforth in this award agreement (“Agreement”). 

 

Depending on the Company’s level of attainment of certain specified financialtargets for the fiscal year ending December 31, 2011 approved by the Compensation Committee of the Board of Directors at meetings held on March 17, 2009 and March 23, 2009 (the “Specified Targets”), the Performance-BasedRestricted Shares may become fully vested and non-forfeitable as to 0% to 100% of the Target Award. If the Company’s performance achieves or exceeds the Specified Targets, the Performance-Based Restricted Shares are earned in full. If theCompany’s performance achieves a certain threshold level of performance, 50% of the Performance-Based Restricted Shares are earned. If the Company’s performance is between the threshold level and the target level the Performance-BasedRestricted Shares are earned on a linear basis between 50% and 100%. If the Company’s performance is below the threshold level, the Performance-Based Shares are forfeited. The minutes of these meetings are on file in the minute books of theCompany and may be viewed in the office of the General Counsel. 

1. Issuance of Shares. In consideration of theGrantee’s service as an employee (an “employee” or “Grantee”) of the Company, the Performance-Based Restricted Shares shall be issued to the Grantee, and shall be fully paid and nonassessable and shall berepresented by a certificate or certificates issued in the name of the Grantee and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. 

2. Conformity with Plan. The grant of Performance-Based Restricted Shares is intended to conform in all respects with, and is subjectto all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy ofthis Agreement, you acknowledge your receipt of this Agreement and the Plan and agree to be bound by all of the terms of this Agreement and the Plan. 

3. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, for purposes of this Agreement, the followingterms have the following meanings: 

(a) “Double Trigger Amount” means the Target Award prorated based upon thelength of time within the Performance Period that has elapsed prior to the date of Grantee’s termination of employment without Cause or for Good Reason within one year following a Change in control. 

(b) “Performance Period” means the period beginning on January 1, 2009, andending on December 31, 2011. 

4. Restrictions on Transfer of Shares. The Performance-Based Restricted Shares maynot be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed of (each, a “Transfer”) by the Grantee, except to the Company or as permitted under the Plan, unless and until they have becomenonforfeitable as provided in Section 5 hereof. Any purported encumbrance or disposition in violation of the provisions of this section or the Plan shall be void *AB INITIO*, and the other party to any such purported transactionshall not obtain any rights to or interest in the Performance-Based Restricted Shares. As and when permitted by the Plan, the Committee may in its sole discretion waive the restrictions on transferability with respect to all or a portion of thePerformance-Based Restricted Shares. Notwithstanding the foregoing, Grantee may not Transfer Performance-Based Restricted Shares which have become nonforfeitable as provided in Section 5 hereof unless such Performance-Based RestrictedShares are registered pursuant to the Securities Act of 1933 (the “Securities Act”), are sold under Rule 144 promulgated under the Securities Act or unless the Company, after consultation with counsel, and its counsel agree withGrantee that such Transfer is not required to be registered under the Securities Act. 

5. Forfeiture of Shares.

(a) Except as otherwise provided in the Plan or this Agreement, if the Grantee ceases to be an employee of the Company forany reason prior to December 31, 2011, any non-vested Performance-Based Restricted Shares shall be forfeited by the Grantee to the Company without further consideration or any act or action by Grantee or the Company and the certificate(s)representing the non-vested portion of the Performance-Based Restricted Shares so forfeited shall be canceled as of the date of such termination of employment. 

(b) Notwithstanding the foregoing if prior to December 31, 2011, Grantee’s employment is terminated by reason of his or her death, Disability or Retirement, the Performance-Based RestrictedShares shall not be forfeited solely on account of such termination. Rather, the Performance Period shall be deemed to continue with respect to Grantee and the Performance-Based Restricted Shares may become vested, based upon the Company’slevel of attainment of the Specified Targets, in accordance with the terms and conditions of this Agreement. 

(c) In addition,notwithstanding anything in this Agreement to the contrary, upon the termination of Grantee’s employment by the Company without Cause or by Grantee for Good Reason within one year after the effective date of a Change in Control (in either case,a “Double Trigger Event”), the Performance-Based Restricted Shares shall become vested as to the Double Trigger Amount and the non-vested portion shall be forfeited by the Grantee to the Company without further consideration or anyact or action by Grantee or the Company. The certificate(s) representing the non-vested portion of the Performance-Based Restricted Shares so forfeited shall be canceled as of the date of the Double Trigger Event. 

(d) Any Performance-Based Restricted Shares that fail to vest as a result of the Company failing to attain the Specified Targets shall beforfeited by the Grantee to the Company without further consideration or any act or action by Grantee or the Company, and the certificate(s) representing the non-vested portion of the Performance-Based Restricted Shares so forfeited shall becanceled as of December 31, 2011. 

 

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6. Dividend, Voting and Other Rights. Except as otherwise provided in this Agreement,from and after the Grant Date, the Grantee shall have all of the rights of a stockholder with respect to the Performance-Based Restricted Shares, including the right to vote the Performance-Based Restricted Shares and receive any dividends that maybe paid thereto, provided, however, that any additional Common Stock or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, recapitalization, combination of shares, merger,consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same risk of forfeiture, certificate delivery provisions and restrictions on transfer as the forfeitablePerformance-Based Restricted Shares in respect of which they are issued or transferred and shall become Performance-Based Restricted Shares for the purposes of this Agreement, and providedfurther that, any dividend paid with respectto unvested Performance-Based Restricted Shares for which an election under Section 83(b) of the Code has not been made (i) constitutes compensation income subject to all applicable tax withholding and (ii) shall be paid on or aboutthe date the such dividend is paid to holders of the Company’s Common Stock generally, but in any event not later than the later of (A) the calendar year in which such dividend is declared and (B) the fifteenth (15th) day of thethird month following the date such dividend is declared. 

7. Confidentiality, Inventions, Noncompetition andNonsolicitation. 

(a) Obligation to Maintain Confidentiality. Grantee acknowledges that the confidential orproprietary information and data (including trade secrets) of the Company or any of its Subsidiaries obtained by Grantee while employed by or in the service of the Company or any of their respective Subsidiaries (including, without limitation, priorto the date of this Agreement) (“Confidential Information”) are the property of the Company or such Subsidiaries, including information concerning acquisition opportunities in or reasonably related to the Company’s business orindustry of which Grantee becomes aware during the period of Grantee’s employment or service. Therefore, Grantee agrees that he or she will not disclose to any unauthorized person, group or entity or use for Grantee’s own account anyConfidential Information without the Company’s written consent, unless and to the extent that the Confidential Information, (i) becomes generally known to and available for use by the public other than as a result of Grantee’s acts oromissions to act, (ii) was known to Grantee prior to Grantee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iii) is required to be disclosed pursuant to any applicable law or court order.Grantee shall use reasonable best efforts to deliver to the Company on the date of his or her termination of employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts andsoftware and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all acquisitionprospects, lists and contact information) which Grantee may then possess or have under his or her control, but excluding financial information of the Company relating to Grantee’s ownership of the Performance-Based Restricted Shares, whichinformation will nonetheless continue to constitute Confidential Information. 

(b) Ownership of Property. Granteeacknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or notincluding any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s or any of itsSubsidiaries’ or Affiliates’ actual or anticipated business, research and

 

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development, or existing or future products or services and that were or are conceived, developed, contributed to, made, or reduced to practice by Grantee (either solely or jointly with others)while employed by or in the service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (including any of the foregoing that constitutes any proprietary information or records)(“Work Product”) belong to the Company or such Subsidiary or Affiliate and Grantee hereby assigns, and agrees to assign, all of the above Work Product to the Company or to such Subsidiary or Affiliate. Any copyrightable workprepared in whole or in part by Grantee in the course of Grantee’s work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and the Company or such Subsidiary or Affiliate shall own allrights therein. To the extent that any such copyrightable work is not a “work made for hire,” Grantee hereby assigns and agrees to assign to the Company or such Subsidiary or Affiliate all right, title, and interest, including withoutlimitation, copyright in and to such copyrightable work. Grantee shall as promptly as practicable under the circumstances disclose such Work Product and copyrightable work to the Company and perform all actions reasonably requested by the Company(whether during or after Grantee’s employment with or service to the Company and its Subsidiaries) to establish and confirm the Company’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments,consents, powers of attorney, and other instruments). 

(c) Third Party Information. Grantee understands that theCompany and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s and its Subsidiaries and Affiliates’ partto maintain the confidentiality of such information and to use it only for certain limited purposes. During the period of Grantee’s employment with or service to the Company and its Subsidiaries and thereafter, and without in any way limitingthe provisions of Section 7(a) above, Grantee will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel and consultants of the Company or its Subsidiaries and Affiliates who needto know such information in connection with their work for the Company or its Subsidiaries and Affiliates) or use, except in connection with Grantee’s work for the Company or its Subsidiaries and Affiliates, Third Party Information unlessexpressly authorized by the Company in writing or unless and to the extent that the Third Party Information, (i) becomes generally known to and available for use by the public other than as a result of Grantee’s acts or omissions to act,(ii) was known to Grantee prior to Grantee’s employment with or service to the Company or any of its Subsidiaries and Affiliates, or (iii) is required to be disclosed pursuant to any applicable law or court order. 

(d) Use of Information of Prior Employers. During Grantee’s employment or service, Grantee will not improperly use or discloseany confidential information or trade secrets, if any, of any former employers or any other person to whom Grantee has an obligation of confidentiality, and will not bring onto the premises of the Company, its Subsidiaries or Affiliates anyunpublished documents or any property belonging to any former employer or any other person to whom Grantee has an obligation of confidentiality unless consented to in writing by the former employer or person. Grantee will use in the performance ofGrantee’s duties only information which is (i) (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, its Subsidiaries or Affiliates or(iii) in the case of materials, property or information belonging to any former employer or other person to whom Grantee has an obligation of confidentiality, approved for such use in writing by such former employer or person. 

 

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(e) Noncompetition and Nonsolicitation. Grantee acknowledges that in the course ofGrantee’s employment Grantee will become familiar with the Company’s or its Subsidiaries’ trade secrets and with other confidential information concerning the Company or its Subsidiaries and that Grantee’s services will be ofspecial, unique and extraordinary value to the Company or its Subsidiaries. Therefore, Grantee agrees that: 

(i) Noncompetition. While employed by the Company or its Subsidiaries and for a period of time following employment, as described below (the “Noncompete Period”). Grantee shall not, anywhere in the world where the Companyor its Subsidiaries conduct or actively propose to conduct business during Grantee’s employment, directly or indirectly own, manage, control, participate in, consult with, be employed by or in any manner engage in any business competing withthe businesses of the Company or its Subsidiaries prior to Grantee’s termination of employment with the Company; provided, however, that Grantee may own up to 2% of any class of an issuer’s publicly traded securities. Nothing in thisSection 7(e)(i) confers upon Grantee any right to receive severance or obligates the Company to pay any severance to Grantee in connection with his or her termination of employment for any reason. 

(A) Termination without Cause. In the event of the Company’s termination of Grantee’semployment without Cause, the Noncompete Period shall be a period of up to one year following such termination, as determined by the Company in its sole discretion at the time of termination of employment. Commencing on the date of such terminationof employment without Cause and continuing for the duration of the designated Noncompete Period, if any, the Company shall pay Grantee for each full month of the Noncompete Period an aggregate amount equal to 1/12th of Grantee’s annual base salary in effect as of the date oftermination, payable in equal installments on the Company’s regular salary payment dates. The Company may determine not to impose a Noncompete Period, in which case no payments shall be required under this paragraph (A). Payment of any amountsto Grantee pursuant to this provision shall be reduced or offset by any severance paid or payable by the Company to Grantee following termination of employment pursuant to any other agreement Grantee may have with the Company. 

(B) Termination for any Other Reason. In the event of the termination of Grantee’s employment by Grantee for anyreason, or by the Company other than as provided in paragraph (A) above, the Noncompete Period shall be a period of one year following such termination. In the event of such termination of employment, the Company shall not make any payments toGrantee during such Noncompete Period. 

(ii) Nonsolicitation. During the Noncompete Period, Granteeshall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or its Subsidiaries to leave the employ of the Company or its Subsidiaries, or in any way interfere with the relationshipbetween the Company or its Subsidiaries and any employee thereof, and (ii) hire any person who was an employee of the Company or its Subsidiaries within 180 days prior to the time such employee was hired by Grantee, (iii) induce or attemptto induce any customer, supplier, licensee or other business relation of the Company or its Subsidiaries to cease doing business with the Company or its Subsidiaries or in any way interfere with the relationship between any such customer, supplier,licensee or business relation and the Company or its Subsidiaries or (iv) directly or indirectly acquire or attempt to acquire an interest in any

 

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business relating to the business of the Company or its Subsidiaries and with which the Company, its Subsidiaries or Affiliates has entered into substantive negotiations or has requested andreceived confidential information relating to the acquisition of such business by the Company, its Subsidiaries or Affiliates in the two-year period immediately preceding Grantee’s termination of employment with the Company. 

(iii) Enforcement. If, at the time of enforcement of Section 7(e)(i) or (ii), a court holds that therestrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope orarea and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Grantee agrees that because his or her services are unique and Grantee has access to confidentialinformation, money damages would be an inadequate remedy for any breach of Section 7. Grantee agrees that the Company, its Subsidiaries and Affiliates, in the event of a breach or threatened breach of this Section 7, may seekinjunctive or other equitable relief in addition to any other remedy available to them in a court of competent jurisdiction without posting bond or other security. 

(f) Acknowledgments. Grantee acknowledges that the provisions of this Section 7 are (i) in addition to, and not in limitation of, any obligation of Grantee’s under the termsof any employment agreement with the Company or a Subsidiary, (ii) in consideration of employment with the Company or its Subsidiaries, (iii) the issuance of the Performance-Based Restricted Shares by the Company and (iv) additionalgood and valuable consideration as set forth in this Agreement. In addition, Grantee agrees and acknowledges that the restrictions contained in Section 7 do not preclude Grantee from earning a livelihood, nor do they unreasonably imposelimitations on Grantee’s ability to earn a living. In addition, Grantee acknowledges (i) that the business of the Company or its Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding thestate of incorporation or principal office of the Company or its Subsidiaries, or any of their respective executives or employees (including Grantee), it is expected that the Company or its Subsidiaries will have business activities and havevaluable business relationships within its industry throughout the world, and (iii) as part of his or her responsibilities, Grantee will be traveling and conducting business throughout the world in furtherance of the Company’s business andits relationships. Grantee agrees and acknowledges that the potential harm to the Company or its Subsidiaries of the non-enforcement of this Section 7 outweighs any potential harm to Grantee of its enforcement by injunction or otherwise.Grantee acknowledges that he or she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Grantee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protectionof confidential and proprietary information of the Company, its Subsidiaries and Affiliates now existing or to be developed in the future. Grantee expressly acknowledges and agrees that each and every restraint imposed by this Agreement isreasonable with respect to subject matter, time period and geographical area. 

8. Payment of Taxes. Grantee will, nolater than the date as of which any amount related to the Performance-Based Restricted Shares first becomes includable in Grantee’s gross income for federal tax purposes, pay to the Company, or make other arrangements satisfactory to theCompany regarding payment of, any federal, state and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to such amount. Unless otherwise provided by the Committee, Grantee may elect that any suchwithholding requirement be satisfied, in whole or in part, by having the Company withhold a number of shares of Common Stock having a Fair Market Value on the date of withholding, equal to the minimum amount required to be withheld for tax purposes.Such election must be made on or before the date the amount of tax to be withheld is determined. Once made, the election

 

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shall be irrevocable. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company or the employer Affiliate will have the right todeduct any such taxes from any payment of any kind otherwise due to Grantee. 

9. Limitation on Rights of Participants.Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate Grantee’s duties as an employee at any time (with or without Cause), nor confer upon Grantee any right to continue as an employee of theCompany or a Subsidiary for any period of time, or to continue Grantee’s present (or any other) rate of compensation or level of responsibility. Nothing in this Agreement shall confer upon Grantee any right to be selected again as a Planparticipant. 

10. Remedies. The parties hereto shall be entitled to enforce their rights under this Agreementspecifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto acknowledge and agree that money damages would not be an adequate remedy for anybreach of the provisions of this Agreement and that any party hereto may, in its sole discretion, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting bond or othersecurity) in order to enforce or prevent any violation of the provisions of this Agreement. 

11. Successors andAssigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assignsof the parties hereto whether so expressed or not. 

12. Severability. Whenever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to theextent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 

13. Counterparts. ThisAgreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same Agreement. 

14. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a partof this Agreement. 

15. Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THEPLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF DELAWARE. 

16. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of thisAgreement shall be in writing and shall be deemed to have been given when delivered personally or mailed by certified or registered mail, return receipt requested and postage prepaid, to the recipient. Such notices, demands and other communicationsshall be sent to Grantee at the address then currently on file with the Company, or any other address provided by Grantee in a written notice to the Company, and to the Company at Syniverse Holdings, Inc., 8125 Highwoods Palm Way, Tampa, Florida33647-1765, Attn: General Counsel, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. 

 

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17. Entire Agreement. This Agreement and the terms of the Plan constitute the entireunderstanding between Grantee and the Company, and supersede all other agreements, whether written or oral, with respect to Grantee’s Performance-Based Restricted Shares. 

*        *        *        *        * 

 

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**Signature Page to Performance-Based Restricted Stock Agreement**

Please execute the extra copy of this Agreement in the space below and return it to the Company to confirm your understanding and acceptanceof the agreements contained in this Agreement. 

 
Very truly yours,SYNIVERSE HOLDINGS, INC.
 
Name: Title: Chief Executive Officer and President
 
Enclosures: 1.  
Extra copy of this Agreement

Copy of the Plan Prospectus

Copy of the Plan

The undersigned hereby acknowledges having read this Agreement and the Plan andhereby agrees to be bound by all provisions set forth herein and in the Plan. 

Dated as of                    , 2009 

 

 
GRANTEE
 

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