exv10w7w3






Exhibit 10.7.3




RESTRICTED STOCK

UNIT AWARD AGREEMENT




     This Restricted Stock Unit Award Agreement (“Agreement”) is made as of                     , 20___,
(“Date of Grant”), by Brightpoint, Inc., an Indiana Corporation (the “Company” or “Brightpoint”)
and XXX XXX (the “Grantee”). In connection with the Company’s Equity Program (the “Program”),
which was developed by the Committee (as defined under the Plan) in connection with its
administration of the Company’s 2004 Long-Term Incentive Plan, as may be amended from time to time
(the “Plan”), pursuant to this Agreement the Grantee is receiving a restricted stock unit Award
(“Award”) under Plan. The Award constitutes an Other Stock Based Award (as defined under the Plan)
and is a grant of Brightpoint Restricted Stock Units (the “Restricted Stock Units”). Each
Restricted Stock Unit represents the right to receive one common share of the Company subject to
the fulfillment of the vesting conditions set forth in this Agreement. The Award constitutes an
Other Stock-Based Award under the Plan, and is being submitted to Grantee in accordance with
section 10(b)(v) of the Plan. It is a condition to Grantee receiving the Award that Grantee accept
the terms, conditions and restrictions applicable to the Restricted Stock Units as set forth in
this Agreement.



     The terms of the Award are as set forth in this Agreement and in the Plan. The Plan is
incorporated into this Agreement by reference, which means that this Agreement is limited by and
subject to the express terms and provisions of the Plan. In the event of a conflict between the
terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
Capitalized terms that are not defined in this Agreement have the meanings given to them in the
Plan. As referred to herein, “Employment Agreement” means any written employment agreement between
the Grantee and the Company, if any.


          NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the Company hereby awards Restricted Stock Units to Grantee on the
following terms and conditions:


          1. Award of Restricted Stock Units. The Company hereby grants to Grantee NUMBER
Restricted Stock Units subject to the terms and conditions set forth below. The number of
Restricted Stock Units granted hereunder is subject to reduction or forfeiture as set forth Section
4 below.


          2. Restrictions. The Restricted Stock Units are being awarded to Grantee subject to
the transfer and forfeiture conditions set forth in this Section 2, the forfeiture conditions set
forth in Section 4, the additional restrictions that are part of the Program and those set forth in
the Plan (the “Restrictions”) which shall lapse, if at all, as described in Section 3 below. For
purposes of this Award, the term Restricted Stock Units includes any additional Restricted Stock
Units granted to the Grantee with respect to Restricted Stock Units still subject to the
Restrictions.




	 	a.	 	Grantee may not directly or indirectly, by
operation of law or otherwise, voluntarily or involuntarily, sell,
assign, pledge, encumber, charge or otherwise transfer any of the
Restricted Stock Units still subject to Restrictions. The Restricted
Stock Units shall be forfeited if Grantee violates or attempts to violate
the Restrictions.




 









 












	 	b.	 	Any Restricted Stock Units still subject to the
Restrictions shall be automatically forfeited upon the Grantee’s
termination of employment with Brightpoint or a Subsidiary for any
reason, other than death, Disability or Retirement.





     The Company will not be obligated to pay Grantee any consideration whatsoever for forfeited
Restricted Stock Units.




	 	3.	 	Lapse of Restrictions.






	 	a.	 	The Restrictions applicable to the Restricted Stock
Units shall lapse, as long as the Restricted Stock Units have not been
forfeited as described in Section 2 or Section 4, as follows:






	 	(i)	 	As to one-third (1/3) of the Restricted
Stock Units, one year from the date hereof or as soon as practicable
thereafter if the Committee’s determination pursuant to Section 4
hereof is made more than one year after the date hereof;
	 
	 	(ii)	 	As to one-third (1/3) of the Restricted
Stock Units, two years from the date hereof;
	 
	 	(iii)	 	As to one-third (1/3) of the Restricted
Stock Units, three years from the date hereof;
	 
	 	(iv)	 	Upon the conditions set forth in the
Employment Agreement, if any, with respect to the lapse of
Restrictions upon a Change of Control, and, if none, as set forth in
the Plan, as to all of the remaining Restricted Stock Units upon a
Change in Control of the Company (as defined in the Plan);
	 
	 	(v)	 	As to all of the remaining Restricted
Stock Units upon termination of Grantee’s employment by Brightpoint
or a Subsidiary due to the Disability of the Grantee;
	 
	 	(vi)	 	As to all of the remaining Restricted
Stock Units if the Grantee dies; or
	 
	 	(vii)	 	As to all of the remaining Restricted
Stock Units upon the Retirement of the Grantee.






	 
	 	b.	 	 For purposes of determining the lapse of Restrictions upon a Change of
Control, and, unless otherwise defined in the Employment Agreement, if any, “Good
Reason” shall mean the Grantee’s ability to terminate his or her employment with
the Company as a result of a failure by the Company to comply with its material
obligations and agreements contained in the Employment Agreement, if any. Unless
otherwise defined in the Employment Agreement, if any, “Cause” shall mean
termination of the Grantee’s





 









 







employment because of the occurrence of any of the following as determined by the
Board:




	 	(i)	 	the willful failure by the Grantee to
substantially perform his or her obligations under the Employment
Agreement, if any, (other than any such failure resulting from the
Grantee’s incapacity due to physical or mental incapacity, illness or
disease); or
	 
	 	(ii)	 	the indictment of the Grantee for a felony or
other crime involving moral turpitude or dishonesty; or
	 
	 	(iii)	 	a breach of fiduciary duty involving personal
profit; or
	 
	 	(iv)	 	a material act of dishonesty in connection with
his or her employment with the Company; or
	 
	 	(v)	 	the Grantee having committed acts or omissions
constituting gross negligence or willful misconduct (including theft,
fraud, embezzlement, and securities law violations) which is injurious
to the Company, monetarily, or otherwise.






	 	c.	 	To the extent the Restrictions lapse under this
Section 3 with respect to the Restricted Stock Units, they will be free
of the terms and conditions of this Award.




          4. Forfeiture. Notwithstanding anything else contained herein, including Section 3
hereof, and in addition to the Restrictions set forth in Section 2 hereof, the Restricted Stock
Units shall be subject to forfeiture in accordance with the following terms. A determination will
be made by the Committee, in its sole and absolute discretion, as soon as practicable after the end
of the Fiscal Year in which the Grant was made as to whether any or all of the target performance
goals (the “Performance Goals”) (as defined in the Plan and as set forth in the Program) for the
fiscal year in which the Restricted Stock Unit was granted (the “Performance Cycle”) (as defined in
the Plan) were achieved. In the Program, the Performance Goals have each been ascribed a
percentage (each a “Target Percentage”) as follows: Income from Continuing Operations (50%), and
Strategic Milestones (50%). If any or all of the Performance Goals are not achieved for the
Performance Cycle, as determined by the Committee in its sole and absolute discretion, the
percentage of the total number of Restricted Stock Units granted hereby equal to the Target
Percentage for such Performance Goal shall be forfeited by the Grantee, and such number of
Restricted Stock Units shall be correspondingly reduced and returned to Plan. If all of the
Performance Goals are not achieved for the Performance Cycle, as determined by the Committee in its
sole and absolute discretion, then all of the Restricted Stock Units granted hereunder will be
forfeited and returned to the Plan. Any Restricted Stock Units that are not forfeited as set forth
above, will vest in accordance with the terms of Section 3 hereof, or the Plan.


          5. Adjustments. If the number of outstanding Common Shares is changed as a result of
stock dividend, stock split or the like without additional consideration to the Company,



 









 








the number of Restricted Stock Units subject to this Award shall be adjusted to correspond to
the change in the outstanding Common Shares.



          6. Delivery of Certificates. Upon the lapse of Restrictions applicable to the
Restricted Stock Units, the Company shall deliver to the Grantee a certificate representing a
number of Common Shares equal to the number of Restricted Stock Units upon which such Restrictions
have lapsed.


               Pursuant to its authority under Section 3(vi) and Section 19 of the Plan, the Committee has
determined that the Grantee may not elect, pursuant to Section 19 of the Plan, to defer the receipt
of Common Stock upon the lapse of Restrictions. By entering into this Agreement, the Company and
the Grantee agree that the Grantee shall not have any right under Section 19 of the Plan to make
such Elective Deferrals with respect to the Restricted Stock Units.


          7. Withholding Taxes. The Company is entitled to withhold an amount equal to
Brightpoint’s required minimum statutory withholdings taxes for the respective tax jurisdiction
attributable to any Common Share or property deliverable in connection with the Restricted Stock
Units. Grantee may satisfy any withholding obligation in whole or in part by electing to have
Brightpoint retain Common Shares deliverable in connection with the Restricted Stock Units having a
Fair Market Value on the date the Restrictions applicable to the Restricted Stock Units lapse equal
to the minimum amount required to be withheld. “Fair Market Value” for this purpose shall be
determined in accordance with the terms of the Plan.


          8. Voting and Other Rights.




	 	a.	 	Grantee shall have no rights as a shareholder of
the Company in respect of the Restricted Stock Units, including the right
to vote and to receive dividends and other distributions (except as
otherwise provided in Section 5 of this Agreement), until delivery of
certificates representing Common Shares in satisfaction of the Restricted
Stock Units.
	 
	 	b.	 	The grant of Restricted Stock Units does not confer
upon Grantee any right to continue in the employ of the Company or a
Subsidiary or to interfere with the right of the Company or a Subsidiary,
to terminate Grantee’s employment at any time.




          9. Nature of Award. By entering into this Agreement, the Grantee acknowledges his or
her understanding that the grant of Restricted Stock Units under this Agreement is completely at
the discretion of Brightpoint, and that Brightpoint’s decision to make this Award in no way implies
that similar awards may be granted in the future. In addition, the Grantee hereby acknowledges
that he or she has entered into employment with Brightpoint or a Subsidiary upon terms that did not
include this Award or similar awards, that his or her decision to continue employment is not
dependent on an expectation of this Award or similar awards, and that any amount received under
this Award is considered an amount in addition to that which the Grantee expects to be paid for the
performance of his or her services.



 









 







          10. Funding. No assets or Common Shares shall be segregated or earmarked by the
Company in respect of any Restricted Stock Units awarded hereunder. The grant of Restricted Stock
Units hereunder shall not constitute a trust and shall be solely for the purpose of recording an
unsecured contractual obligation of the Company.


          11. Registration. The Company has filed a registration statement with the Securities
and Exchange Commission with respect to the Common Shares subject to the Award. The Company
intends to maintain the effectiveness of the registration statement, but has no obligation to do
so. If the registration statement is not effective, Grantee will not be able to transfer or sell
the shares issued to Grantee pursuant to this Award unless exemptions from registration under the
applicable securities laws are available. Such exemptions from registration are very limited and
might be unavailable. Grantee agrees that any resale by Grantee of the Common Shares issued
pursuant to the Award shall comply in all respects with the requirements of all applicable
securities laws, rules and regulations (including, without limitation, the provisions of the
Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder)
and any other law, rule or regulation applicable thereto, as such laws, rules and regulations may
be amended from time to time. The Company shall not be obligated to either issue the Common Shares
subject to the Award, or permit the resale of any Common Shares subject to the Plan, if such
issuance or resale would violate any such requirements.


          12. Governing Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by and construed according to the internal law
and not the law of conflicts of the State of Indiana.


          13. Waiver. The failure of the Company to enforce at any time any provision of this
Award shall in no way be construed to be a waiver of such provision or any other provision hereof.


          14. Actions by the Committee. The Committee may delegate its authority to administer
this Agreement. The actions and determinations of the Committee or delegate shall be binding upon
the parties.


          15. Acceptance of Terms and Conditions. By accepting this Award within 30 days after
the date of your receipt of this Agreement, you agree to be bound by the foregoing terms and
conditions, the Plan and any and all rules and regulations established by Brightpoint in connection
with awards issued under the Plan. If you do not accept this Award within 30 days of your receipt
of this Agreement, you will not be entitled to the Restricted Stock Units.


          16. Plan Documents. The Plan is available from the Company’s corporate headquarters at
7635 Interactive Way, Suite 200, Indianapolis, Indiana 46278, Attention Steven E. Fivel,
Executive Vice President, General Counsel and Secretary.



	 	 	 
	 
	 
	 

	 	 
	 

	 	NAME, XXX XXXX






	 	 	 	 	 
	 	Date:                                         , 2009

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 
	 	BRIGHTPOINT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Robert J. Laikin 	 
	 	 	Title:  	CEO 	 	 
	 	 	Date: 	                                        , 2009