Unassociated Document


    Exhibit
      10.21


     

    EAGLE
      BROADBAND, INC.

     

    RESTRICTED
      STOCK AGREEMENT

     

     

    THIS
      RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made, effective as of
      September 18, 2006 (hereinafter the “Date of Grant”), between Eagle
      Broadband Inc.,
      a Texas
      corporation, (the “Company”), and Brian
      Morrow
      (the
“Employee”).

     

    RECITALS

     

    WHEREAS,
      the Company has adopted the Eagle Broadband Inc. 2005 Employee Stock Option
      Plan, as amended (the “Plan”), pursuant to which awards of restricted shares of
      the Company’s Common Stock may be granted to persons including employees of the
      Company; and

     

    WHEREAS,
      the Compensation Committee of the Board of Directors of the Company has
      determined that it is in the best interests of the Company and its shareholders
      to grant the restricted stock award provided for herein (the “Restricted Stock
      Award”) to the Employee in connection with the Employee’s services to the
      Company, such grant to be subject to the terms set forth herein.

     

    NOW
      THEREFORE, in consideration of the mutual covenants hereinafter set forth,
      the
      parties hereto agree as follows:

     

    1.    Incorporation
      by Reference, Etc.
      The
      provisions of the Plan are hereby incorporated herein by reference. Except
      as
      otherwise expressly set forth herein, this Agreement shall be construed in
      accordance with the provisions of the Plan and any capitalized terms not
      otherwise defined in this Agreement shall have the definitions set forth in
      the
      Plan. The Compensation Committee of the Board of Directors shall have final
      authority to interpret and construe the Plan and this Agreement and to make
      any
      and all determinations under them, and its decision shall be binding and
      conclusive upon the Employee and his legal representative in respect of any
      questions arising under the Plan or this Agreement.

     

    2.    Grant
      of Restricted Stock Award.
      The
      Company hereby grants on the Date of Grant to the Employee a Restricted Stock
      Award consisting of 75,000 shares of Common Stock (hereinafter called the
“Restricted Shares”), on the terms and conditions set forth in this Agreement
      and as otherwise provided in the Plan. The Restricted Shares shall vest in
      accordance with Section 3(a) hereof.

     

    3.    Terms
      and Conditions.

     

    (a)         
      Vesting.
      Except
      as otherwise provided in the Plan and this Agreement, and contingent upon the
      Employee’s continued employment with the Company, the Restricted Shares shall
      vest and become non-forfeitable as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              15,000
                shares upon the “light up” of the Company’s super head-end in Miami,
                Florida, no later than October 1, 2006. The term “light up” shall mean
                that a minimum of 100 channels of content are being transmitted to
                the NAP
                of Americas facility in Miami.

            


    

     

    
      	 	
              (ii)

            	
              7,500
                shares upon the execution of a sales contract between the Company
                and a
                new IPTV customer no later than November 1,
                2006.

            


    

     

    
      	 	
              (iii)

            	
              7,500
                shares upon the execution of a sales contract between the Company
                and a
                new IPTV customer no later than December 1,
                2006.

            


    

     

    
      	 	
              (iv)

            	
              7,500
                shares upon the execution of a sales contract between the Company
                and a
                new IPTV customer no later than January 1,
                2007.

            


    

     

    
      	 	
              (v)

            	
              7,500
                shares upon the execution of a sales contract between the Company
                and a
                new IPTV customer no later than February 1,
                2007.

            


    

     

    
      	 	
              (vi)

            	
              15,000
                shares upon the attainment of the first quarter revenue target for
                the
                IPTV division in the Company’s FY 2007 Annual Operating Plan. Attainment
                shall be based on the revenues reported for the IPTV division in
                the
                Company’s accounting records. The shares shall be considered vested and
                non-forfeitable (if such revenue target is attained) on the date
                the
                accounting records for the first quarter are deemed final by the
                Corporate
                Controller for the Company.

            


    

     

    
      	 	
              (vii)

            	
              15,000
                shares upon the attainment of the second quarter revenue target for
                the
                IPTV division in the Company’s FY 2007 Annual Operating Plan. Attainment
                shall be based on the revenues reported for the IPTV division in
                the
                Company’s accounting records. The shares shall be considered vested and
                non-forfeitable (if such revenue target is attained) on the date
                the
                accounting records for the second quarter are deemed final by the
                Corporate Controller for the
                Company.

            


    

     

    Each
      date
      on which each of the above-described events occurs or is deemed to have occurred
      shall be referred to herein as a “Vesting Date.” In the event any of the
      above-described events does not occur by the dates set forth above, the
      Restricted Shares associated with such event shall be forfeited and returned
      to
      the Company as authorized and unissued shares.

     

    (b)         
      Taxes.
      The
      Employee shall pay to the Company promptly upon request, and in any event at
      the
      time the Employee recognizes taxable income in respect of the Restricted Stock
      Award, an amount equal to the taxes, if any, the Company determines it is
      required to withhold under applicable tax laws with respect to the Restricted
      Shares. Such payment shall be made in the form of cash.

     

    (c)          
      Certificates.
      Certificates evidencing the Restricted Shares shall be issued by the Company
      and
      shall be registered in the Employee’s name on the stock transfer books of the
      Company promptly after the date hereof, but shall remain in the physical custody
      of the Company or its designee at all times prior to, in the case of any
      particular Restricted Shares, the applicable Vesting Date. As a condition to
      the
      receipt of this Restricted Stock Award, the Employee shall deliver to the
      Company a stock power, duly endorsed in blank, relating to the Restricted
      Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (d)    Effect
      of Termination of Employment.
      Unvested Restricted Shares shall be forfeited upon the Employee’s cessation of
      employment prior to a Vesting Date.

     

    (e)    Rights
      as a Stockholder; Dividends.
      The
      Employee shall be the record owner of the Restricted Shares unless and until
      such shares are forfeited pursuant to this Agreement, and as record owner shall
      be entitled to all rights of a common stockholder of the Company, including,
      without limitation, voting rights, if any, with respect to the Restricted
      Shares; provided that any cash or in-kind dividends paid with respect to
      unvested Restricted Shares shall be withheld by the Company and shall be paid
      to
      the Employee, without interest, only when, and if, such Restricted Shares shall
      become vested. As soon as practicable following the vesting of any Restricted
      Shares, certificates for such vested Restricted Shares and any cash dividends
      or
      in-kind dividends credited to the Employee’s account with respect to such
      Restricted Shares shall be delivered to the Employee or the Employee’s
      beneficiary along with the stock power relating thereto.

     

    (f)    Restrictive
      Legend.
      All
      certificates representing Restricted Shares shall have affixed thereto a legend
      in substantially the following form, in addition to any other legends that
      may
      be required under federal or state securities laws:

     

    The
      transferability of this certificate and the shares of Stock represented by
      it is
      restricted by and subject to the terms and conditions (including conditions
      of
      forfeiture) contained in the Eagle Broadband, Inc. 2005 Employee Stock Option
      Plan and an agreement entered into between the registered owner and the Company.
      A copy of the Plan and agreement is on file in the office of the Secretary
      of
      the Company.

     

    (g)    Transferability.
      The
      Restricted Shares may not at any time prior to the Vesting Date (as to any
      particular Restricted Share) be assigned, alienated, pledged, attached, sold
      or
      otherwise transferred or encumbered by the Employee and any such purported
      assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
      be void and unenforceable against the Company; provided, that the designation
      of
      a beneficiary shall not constitute an assignment, alienation, pledge,
      attachment, sale, transfer or encumbrance.

     

    4.      Miscellaneous.

     

    (a)    Notices.
      Any
      notice, consent, request or other communication made or given in accordance
      with
      this Agreement shall be in writing and shall be deemed to have been duly given
      when actually received or, if mailed, three days after mailing by registered
      or
      certified mail, return receipt requested, or one business day after mailing
      by a
      nationally recognized express mail delivery service with instructions for
      next-day delivery, to those persons listed below at their following respective
      addresses or at such other address or person’s attention as each may specify by
      notice to the others:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    To
      the
      Company:

     

    Eagle
      Broadband, Inc.

    101
      Courageous Drive

    League
      City, Texas 77573

    Attention:
      Corporate Counsel

     

    To
      the
      Employee:

     

    The
      most
      recent address for the Employee in the records of the Company. The Employee
      hereby agrees to promptly provide the Company with written notice of any change
      in the Employee’s address for so long as this Agreement remains in
      effect.

     

    (b)    Bound
      by Plan.
      By
      signing this Agreement, the Employee acknowledges that he has received a copy
      of
      the Plan and has had an opportunity to review the Plan and agrees to be bound
      by
      all the terms and provisions of the Plan.

     

    (c)    Beneficiary.
      The
      Employee may file with the Company a written designation of a beneficiary on
      such form as may be prescribed by the Company and may, from time to time, amend
      or revoke such designation. If no designated beneficiary survives the Employee,
      the executor or administrator of the Employee’s estate shall be deemed to be the
      Employee’s beneficiary.

     

    (d)    Successors.
      The
      terms of this Agreement shall be binding upon and inure to the benefit of the
      Company, its successors and assigns, and of the Employee and the beneficiaries,
      executors, administrators, heirs and successors of the Employee.

     

    (e)    Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter contained herein and supersedes all prior
      communications, representations and negotiations in respect thereto. No change,
      modification or waiver of any provision of this Agreement shall be valid unless
      the same be in writing and signed by the parties hereto.

     

    (f)    Governing
      Law; Consent to Jurisdiction.
      This
      agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas applicable to agreements made and to be wholly performed within
      that state. Any action to enforce this agreement must be brought in a court
      situated in, and the parties hereby consent to the jurisdiction of, courts
      situated in Harris County, Texas. Each party hereby waives the rights to claim
      that any such court is an inconvenient forum for the resolution of any such
      action.

     

    (g)    JURY
      TRIAL WAIVER.
      THE
      PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT
      ANY
      ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD
      IN ANY COURT.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (h)    Headings.
      The
      headings of the Sections hereof are provided for convenience only and are not
      to
      serve as a basis for interpretation or construction, and shall not constitute
      a
      part, of this Agreement.

     

    (i)    Signature
      in Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument. The parties hereto confirm that any facsimile copy of another
      party’s executed counterpart of this Agreement (or its signature page thereof)
      will be deemed to be an executed original thereof. 

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement.

     

    
      	EAGLE
              BROADBAND,
              INC.	 	 	
              EMPLOYEE

               

               

               

            
	By:       /s/ David
              Micek                                                     	 	 	/s/ Brian
              Morrow                                                           
              
	Name: 
David
              Micek	 	 	Brian Morrow
	Title:  
               President
              and CEO