exv10w5wd






Exhibit 10.5.d




NextG Networks, Inc.




2008 EQUITY INCENTIVE PLAN




PERFORMANCE SHARE AWARD AGREEMENT




     Unless otherwise defined in this Performance Share Award Agreement (this “Agreement”),
the defined terms contained in the NextG Networks, Inc. 2008 Equity Incentive Plan (the
“Plan”) also apply to this Agreement.



Performance Share Grant Notice




	 	 	 	 	 	 	 
	 

	 	Participant Name:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 






     You have been granted the right to receive Performance Shares, subject to the terms and
conditions of the Plan and this Agreement. Your Performance Share grant includes the following
terms:



	 	 	 	 	 	 	 
	 

	 	Grant Date:
	 	                                                                                
	 	 
	 
	 	 	 	 	 	 
	 

	 	Target Number of Performance Shares:
	 	[                                                                                ]	 	 
	 
	 	 	 	 	 	 
	 

	 	Performance Period:
	 	[                                                                                ]	 	 






	 	 	 	 	 
	 

	 	Performance Matrix:
	 	The number of Performance Shares in which you may vest according to the
Vesting Schedule below will depend on achieving [Insert Performance Goal(s)
Description] and will be determined according to the Performance Matrix, attached as
Exhibit B. [Insert Performance Target(s)].






     Vesting Schedule:



     The Performance Shares will vest as follows:



     [INSERT VESTING SCHEDULE.]



     If your status as a Service Provider terminates for any reason or no reason before you vest in
any Performance Shares, then those Performance Shares and your right to acquire any Shares under
those Performance Shares will immediately terminate.



     By mutually signing below, you and NextG agree that this Performance Share Award is granted under,
and governed by, the terms and conditions of the Plan and this Agreement, including the Performance
Share Grant Terms and Conditions, which are attached as Exhibit A, and the Performance
Matrix attached as Exhibit B, all of which are part of this document. By signing below,
you also expressly acknowledge and agree that (1) you have reviewed the Plan



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and this Agreement in their entirety; (2) you have had a full and fair opportunity to seek and
receive legal advice and other professional advice before signing this Agreement; and (3) you fully
understand all provisions of the Plan and this Agreement. Additionally, by signing this Agreement
and accepting this Performance Share Award, you also expressly acknowledge and agree to accept as
binding, conclusive, and final all Administrator decisions or interpretations about any questions
relating to the Plan and this Agreement. Finally, you agree to notify NextG upon any change in
your residence from the residence address that you specified below.



	 	 	 	 	 
	PARTICIPANT

	 	NEXTG NETWORKS, INC.	 	 
	 
	 	 	 	 
	 

Signature

	 	 

Signature
	 	 
	 
	 	 	 	 
	 

Print Name

	 	 

Print Name
	 	 
	 
	 	 	 	 
	 

Date

	 	 

Title
	 	 
	 
	 	 	 	 
	 

	 	 

Date
	 	 
	 
	 	 	 	 
	Residence Address:
	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	 
	 


	 	 	 	 






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EXHIBIT A




PERFORMANCE SHARE GRANT TERMS AND CONDITIONS




     1. Grant. NextG grants to the person named above in the attached Performance Share
Grant Notice (the “Participant”) a Performance Share Award, subject to all of the terms and
conditions in this Agreement and the Plan, which is fully incorporated into this Agreement by
reference. If any conflict arises between this Agreement and the Plan, then the Plan will control
the conflict, unless this Agreement specifically states that this Agreement controls any such
conflict with the Plan in a particular instance. As used elsewhere in this Agreement, the term
“Notice” refers to the Performance Share Grant Notice attached above.



     2. NextG Payment Obligation. Each Performance Share represents the right to receive
one Share on the date that such Performance Share vests. Unless and until a Performance Share will
have vested in the manner described in Section 3, the Participant will have no right to any payment
with respect to such Performance Share. Before NextG actually pays any vested Performance Share,
such Performance Share will represent only an unsecured NextG obligation, payable (if at all) only
from NextG’s general assets. Any Performance Share that vests according to Section 3 or Section 4
will be paid to the Participant (or in case of the Participant’s death, to the Participant’s
estate) in whole Shares, subject to the Participant satisfying any applicable tax withholding
obligations as described in Section 8. Subject to Section 4, such vested Performance Shares will
be paid in Shares as soon as practicable after vesting, but, in each such case, within the time
period that ends no later than the date that is two and one-half months after the end of the NextG
tax year that includes the vesting date.



     3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the
Performance Shares will vest according to the vesting specified in the Notice. Performance Shares
scheduled to vest on a certain date or on the date that a certain condition occurs will not vest
under this Agreement, unless the Participant will have been continuously a Service Provider from
the original grant date through and until such applicable vesting date.



     4. Administrator Discretion. In the Administrator’s sole discretion, and at any time,
the Administrator may accelerate vesting for the entire then-remaining balance, or for any lesser
portion of the entire then-remaining balance, of the unvested Performance Shares, subject to the
Plan’s terms. If so accelerated, then the Performance Shares will be considered as having vested
as of the date specified by the Administrator.



     5. Code Section 409A. As used in this Agreement, the term “Section 409A”
means Section 409A of the Internal Revenue Code of 1986 and any proposed, temporary, or final
Treasury Regulations and Internal Revenue Service guidance under such Section 409A, as each may be
amended from time to time. Notwithstanding anything in the Plan or this Agreement to the contrary,
and at any time, if the then-remaining balance, or any lesser portion of the then-remaining
balance, of the Performance Shares are vested on an accelerated basis in connection with
Participant’s termination as a Service Provider (provided that such termination is a “separation
from service” within the meaning of Section 409A, as determined by NextG), other than due to death,
and if (a) the Participant is a “specified employee” within the meaning of



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Section 409A at the time of such termination as a Service Provider and (b) the payment of such
accelerated Performance Shares will result in the imposition of additional tax under Section 409A
if paid to the Participant on or within the six-month time period after the Participant’s
termination as a Service Provider, then the payment of such accelerated Performance Shares will not
be made until the date that is six months and one day after the date on which the Participant was
terminated as a Service Provider, unless the Participant dies after the Participant’s termination
as a Service Provider, in which case the Performance Shares will be paid in Shares to the
Participant’s estate as soon as practicable after the Participant’s death. The parties intend for
this Agreement to comply with the Section 409A requirements so that none of the Performance Shares
provided under this Agreement or the corresponding issuable Shares will be subject to the
additional tax imposed under Section 409A, and any ambiguities in this Agreement will be
interpreted accordingly.



     6. Service Provider Termination and Share Forfeiture. Notwithstanding any contrary
Agreement provision, upon the Participant’s termination as a Service Provider for any reason or no
reason, the balance of the Performance Shares that have not vested as of such time, and the
Participant’s right to acquire any Shares under this Agreement, will immediately terminate.



     7. Participant Death. If any distribution or delivery is to be made to the
Participant at any particular time under this Agreement, and if the Participant is then deceased,
then such distribution or delivery will be made to the Participant’s designated beneficiary, or, if
no beneficiary survives the Participant, then to the administrator or executor of the Participant’s
estate. Any such transferee must furnish NextG with (a) written notice of such person’s status as
transferee and (b) evidence satisfactory to NextG to establish the transfer’s validity and
compliance with any laws or regulations pertaining to such transfer.



     8. Tax Withholding. Notwithstanding any contrary Agreement provision, no certificate
representing the Shares will be issued to the Participant, unless and until the Participant has
made satisfactory arrangements (as the Administrator determines) for paying any applicable income,
employment, and other taxes that NextG determines must be withheld with respect to such Shares. In
the Administrator’s sole discretion and under such procedures that the Administrator may specify
from time to time, the Administrator may permit the Participant to satisfy such tax withholding
obligation, in whole or in part, by (a) paying cash, (b) electing to have NextG withhold otherwise
deliverable Shares with a Fair Market Value equal to the minimum amount required to be withheld,
(c) delivering to NextG already vested and owned Shares with a Fair Market Value equal to the
amount required to be withheld, or (d) selling a sufficient number of such Shares otherwise
deliverable to the Participant through such means as NextG may determine in NextG’s sole discretion
(whether through a broker or otherwise) equal to the amount required to be withheld. To the extent
that NextG determines appropriate in NextG’s sole discretion, NextG will have the right (but not
the obligation) to satisfy any tax withholding obligations by reducing the number of Shares
otherwise deliverable to the Participant. If the Participant fails to make satisfactory
arrangements for paying any required tax withholding obligations at the time any applicable
Performance Shares are otherwise scheduled to vest under Section 3 or Section 4, then the
Participant will permanently forfeit such Performance Shares and any right to receive Shares under
such Performance Shares and the



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Performance Shares will be returned to NextG at no cost to NextG.



     9. Stockholder Rights. Neither the Participant nor any person claiming under or
through the Participant will have any of the rights or privileges of a NextG stockholder with
respect to of any Shares deliverable under this Agreement, unless and until certificates
representing such Shares will have been issued, recorded on the records of NextG or NextG’s
transfer agents or registrars, and delivered to the Participant. After such issuance, recordation,
and delivery, the Participant will have all the rights and privileges of a NextG stockholder with
respect to voting such Shares and receiving dividends and distributions on such Shares.



     10. No Continued Service Guarantee. THE PARTICIPANT EXPRESSLY ACKNOWLEDGES AND AGREES
THAT PERFORAMANCE SHARE VESTING UNDER THIS AGREEMENT’S VESTING SCHEDULE IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT NEXTG’S WILL (OR AT THE WILL OF THE NEXTG PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING THE PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE
PERFORMANCE SHARE AWARD, OR ACQUIRING SHARES UNDER THIS AGREEMENT. THE PARTICIPANT FURTHER
EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, AND THIS AGREEMENT’S VESTING SCHEDULE DO NOT CONSTITUTE ANY EXPRESS OR IMPLIED PROMISE
OF CONTINUED EMPLOYMENT OR ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD,
OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR NEXTG’S RIGHT (OR THE
RIGHT OF THE NEXTG PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE PARTICIPANT) TO TERMINATE THE
PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT NOTICE, WITH OR
WITHOUT CAUSE, AND FOR ANY REASON OR NO REASON.



     11. Notice Address. Any notice given to NextG under this Agreement’s terms will be
addressed to NextG, in care of NextG’s [Chief Financial Officer] at NextG Networks, Inc., 2216
O’Toole Avenue, San Jose, California, 95131, or at such other address as NextG may otherwise
designate in writing.



     12. Award Not Transferable. Except to the limited extent provided in Section 7, this
Performance Share grant and the rights and privileges conferred by this Agreement will not be
transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or
otherwise) and will not be subject to sale under execution, attachment, or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of this Performance
Share grant, or any right or privilege conferred by this Agreement, or upon any attempted sale
under any execution, attachment, or similar process, this Performance Share grant and the rights
and privileges conferred by this Agreement immediately will become void and unenforceable.



     13. Binding Agreement. Subject to the Performance Share transferability limitations
contained in this Agreement, this Agreement will be binding upon and inure to the benefit of the
parties’ respective heirs, legatees, legal representatives, successors, and assigns.



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     14. Additional Stock Issuance Conditions. If NextG determines at any time, and in
NextG’s sole discretion, that listing, registering, or qualifying the Shares on any securities
exchange or under any state or federal law, or that the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition to issuing the Shares to the
Participant (or to the Participant’s estate), then such issuance will not occur, unless and until
such listing, registration, qualification, consent, or approval has been completed and received
free of any conditions that are not acceptable to NextG. Whenever NextG determines that delivering
the payment of any Shares will violate federal securities laws or other applicable laws, NextG will
defer such delivery until the earliest date on which NextG reasonably anticipates that such
delivery will no longer cause such violation. NextG will make all reasonable efforts to satisfy
the requirements of any such state or federal law or securities exchange and to complete and
receive any such consent or approval from any such governmental authority.



     15. Plan Governs. This Agreement is subject to all of the Plan’s terms and
provisions. If one or more Agreement provisions conflict with one or more Plan provisions, then
the Plan provisions will govern such conflict. Capitalized terms that are used, but that are not
defined, in this Agreement have the same meanings as defined for such terms in the Plan.



     16. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for administering, interpreting, and applying the
Plan as are consistent with the Plan, and the Administrator will have the power to interpret or
revoke any such rules (including determining whether or not any Performance Shares have vested).
All Administrator actions, interpretations, and determinations made in good faith will be final and
binding on the Participant, NextG, and all other interested persons. Neither the Administrator nor
any Administrator member will be personally liable for any action, determination, or interpretation
made in good faith with respect to the Plan or this Agreement.



     17. Electronic Delivery. In NextG’s sole discretion, NextG may decide to deliver any
documents related to the Performance Shares or future Performance Shares that may be awarded under
the Plan by electronic means or request the Participant’s consent to participate in the Plan by
electronic means. By signing and delivering this Agreement, the Participant consents to receive
all such documents by electronic delivery and agrees to participate in the Plan through any on-line
or electronic system established and maintained by NextG or another third-party designated by
NextG.



     18. Captions. All captions, section headings, and section sub-headings that are used
in this Agreement are for convenience only and will not serve as a basis for interpreting or
construing this Agreement.



     19. Agreement Severable. If any Agreement provision is held or becomes invalid or
unenforceable, then that provision will be severed from this Agreement’s remaining provisions, and
such invalidity or unenforceability will not affect this Agreement’s remaining provisions.



     20. Agreement Modifications. This Agreement constitutes the parties’ entire
understanding on the subjects covered by this Agreement. The Participant expressly represents and
warrants that the Participant is not accepting this Agreement in reliance on any promises,



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representations, or inducements other than those specifically contained in this Agreement.
Plan modifications and Agreement modifications can be made only in an express written contract that
is signed by a validly authorized NextG officer. Notwithstanding anything to the contrary in the
Plan or in this Agreement, NextG reserves the right to revise this Agreement as NextG determines
necessary or advisable, in NextG’s sole discretion and without the Participant’s consent, to comply
with Section 409A, to otherwise avoid imposition of any additional tax or income recognition under
Section 409A in connection with the Performance Shares, or to otherwise avoid violating any
applicable law, rule, or regulation.



     21. Plan Amendment, Suspension, or Termination. By accepting the Performance Shares,
the Participant expressly represents and warrants that the Participant has received a Performance
Share Award under the Plan, and has received, read, and understood a Plan description. The
Participant expressly acknowledges and agrees that the Plan is discretionary in nature and that
NextG may amend, suspend, or terminate the Plan at any time.



     22. Governing Law. This Agreement will be governed by California state laws, without
giving effect to any California or other conflict-of-law principles. For purposes of litigating
any dispute that arises under the Performance Share Award, this Agreement, or the Plan, the parties
expressly and irrevocably submit to and consent to California state court personal jurisdiction,
and the parties expressly and irrevocably agree that any such litigation will be initiated in,
conducted in, maintained by, and resolved by Santa Clara County, California superior courts, or the
Northern District of California federal courts, and no other courts. The parties expressly
acknowledge and agree that the Performance Share Award is granted, is made, and will be performed
exclusively in Santa Clara County, California.



* * * * *




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EXHIBIT B




PERFORMANCE MATRIX




[INSERT PERFORMANCE MATRIX]





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