exv10w5wc






Exhibit 10.5.c




NextG Networks, Inc.




2008 EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




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



Restricted Stock Grant Notice





	 	 	 	 	 	 	 
	 

	 	Participant Name:	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 





     You have been granted the right to receive a Restricted Stock Award, subject to the terms and
conditions of the Plan and this Agreement. Your Restricted Stock Award includes the following
terms:



	 	 	 	 	 	 	 
	 

	 	Grant Number:
	 	                                                                                
	 	 
	 
	 	 	 	 	 	 
	 

	 	Grant Date:
	 	                                                                                	 	 
	 
	 	 	 	 	 	 
	 

	 	Vesting Commencement Date:
	 	                                                                                	 	 
	 
	 	 	 	 	 	 
	 

	 	Per-Share Exercise Price:
	 	$                                                                                	 	 
	 
	 	 	 	 	 	 
	 

	 	Total Shares Granted:
	 	                                                                                	 	 
	 
	 	 	 	 	 	 
	 

	 	Total Exercise Price:
	 	$                                                                                	 	 
	 
	 	 	 	 	 	 
	 

	 	Term/Expiration Date:
	 	                                                                                	 	 






     Vesting Schedule:



     Subject to any acceleration provisions that may be contained in the Plan or that may be
described below, your Restricted Stock will vest and NextG’s right to repurchase or reacquire your
Restricted Stock will lapse according to the following schedule:



     [INSERT VESTING SCHEDULE]



     YOU MUST PURCHASE THE SHARES BEFORE THE EXPIRATION DATE OR THE RESTRICTED STOCK AWARD WILL
TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.



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




RESTRICTED STOCK GRANT TERMS AND CONDITIONS




     1. Restricted Stock Grant. NextG grants to the person named above in the attached
Restricted Stock Grant Notice (the “Participant”) a Restricted Stock Award for past
services, and as a separate incentive in connection with the Participant’s services, and not
instead of any salary or other compensation for the Participant’s services. This Restricted Stock
Award grant is subject to all of the terms and conditions contained 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 Restricted Stock Grant
Notice attached above.



     2. Share Escrow.



          (a) Escrow Holder. Upon this Agreement’s mutual execution and delivery, all
Restricted Stock will be delivered and deposited with an escrow holder that NextG designates (the
“Escrow Holder”). The Escrow Holder will hold the Restricted Stock until such time as the
Restricted Stock vests or until the date on which the Participant is no longer a Service Provider.




          (b) No Liability. The Escrow Holder will not be liable for any Escrow Holder action
or omission with respect to holding the Restricted Stock in escrow while acting in good faith and
in exercising the Escrow Holder’s judgment.




          (c) Participant Termination. The Escrow Holder will take all steps necessary to
transfer the unvested Restricted Stock to NextG after the Participant’s termination as a Service
Provider (for any reason or no reason) and after the Escrow Holder receives written notice of such
termination. By signing and delivering this Agreement, the Participant irrevocably appoints the
Escrow Holder as the Participant’s true and lawful attorney-in-fact with full power of
substitution, and with irrevocable power and authority in the name and on behalf of the
Participant, to take any action and execute all documents and instruments, including stock powers,
that may be necessary to transfer the certificate or certificates representing such unvested
Restricted Stock to NextG upon such termination.




          (d) Share Transfer. The Escrow Holder will take all steps necessary to transfer
vested Restricted Stock to the Participant after the Escrow Holder receives the Participant’s
written transfer request, but only if the Participant has paid any amounts required by this
Agreement, the Plan, and applicable law.




          (e) Stockholder Rights. Subject to this Agreement’s terms, the Participant will have
all the rights of a stockholder with respect to the Restricted Stock while the Restricted Stock is
held in escrow, including the right to vote the Restricted Stock and to receive any cash dividends
declared on the Restricted Stock.




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          (f) Distributions. If any dividend, other distribution (whether in the form of cash,
Shares, other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other NextG securities, or other change in NextG’s corporate structure that affects the
Restricted Stock, the Restricted Stock will be increased, reduced, or otherwise changed, and, by
virtue of any such change, the Participant will, in the Participant’s capacity as owner of unvested
Restricted Stock, be entitled to new or additional or different shares of stock, cash, or
securities (other than rights or warrants to purchase securities). In any such case, such new or
additional or different shares, cash, or securities will be considered to be unvested Restricted
Stock and will be subject to all of the conditions and restrictions that were applicable to the
unvested Restricted Stock under this Agreement. If the Participant receives rights or warrants
with respect to any unvested Restricted Stock, then the Participant may hold or exercise such
rights or warrants; provided that, any such rights or warrants (until such exercise), and any
shares or other securities acquired by exercising such rights or warrants (after such exercise)
will be considered to be unvested Restricted Stock and will be subject to all of the conditions and
restrictions that were applicable to the unvested Restricted Stock under this Agreement. In the
Administrator’s sole discretion, and at any time, the Administrator may accelerate the vesting of
all or any portion of such new or additional shares of stock, cash, or securities, such rights or
warrants to purchase securities or shares, or such other securities acquired by exercising such
rights or warrants.




          (g) Legend. NextG may instruct the transfer agent for NextG’s Common Stock to place a
legend on the certificates representing the Restricted Stock or to otherwise note the transfer
agent’s records with the transfer restrictions contained in this Agreement.




     3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the
Restricted Stock will vest according to the vesting provisions specified in the Notice. Restricted
Stock that is 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 Restricted Stock, subject to the
Plan’s terms. If so accelerated, then the Restricted Stock will be considered as having vested as
of the date specified by the Administrator.



     5. Service Provider Termination and Share Forfeiture. Notwithstanding any contrary
Agreement provision, the Restricted Stock portion that has not vested when the Participant’s status
as a Service Provider terminates for any reason or no reason will be forfeited by the Participant
and automatically transferred to and reacquired by NextG at no cost to NextG upon such termination
date and the Participant will have no further rights with respect to such unvested Restricted Stock
portion. The Participant will not be entitled to receive any refund for the price (if any) that
the Participant paid for such unvested Restricted Stock that is returned to NextG under this
Section 5. By signing and delivering this Agreement, the Participant appoints the Escrow Agent as
the Participant’s true and lawful attorney-in-fact with full power of substitution, and with
irrevocable power and authority in the name and on behalf of the Participant, to take any action
and execute all documents and instruments, including stock



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powers, that may be necessary to transfer the certificate or certificates representing such
unvested Restricted Stock to NextG upon such service termination.



     6. Participant Death. If any distribution or delivery is to be made to the
Participant at any particular time under this Agreement, and if 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.



     7. Tax Withholding. Notwithstanding any contrary Agreement provision, no certificate
representing any Restricted Stock may be released from the escrow established under Section 2 or
under Section 5, 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 Restricted Stock. 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 Restricted
Stock 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 amount of Restricted Stock 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 amount of Restricted Stock
otherwise deliverable to the Participant. If the Participant fails to make satisfactory
arrangements for paying any required tax withholding obligations at the time any Restricted Stock
is otherwise scheduled to vest under Section 3 or Section 4, then the Participant will permanently
forfeit such Restricted Stock and such Restricted Stock will be returned to NextG at no cost to
NextG.



     8. 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 any Restricted Stock deliverable under this Agreement, unless and until one or more
certificates representing such Restricted Stock will have been (a) issued, (b) recorded on the
records of NextG or NextG’s transfer agents or registrars, and (c) delivered to the Participant or
the Escrow Agent. Except as provided in Section 2(f), after such issuance, recordation, and
delivery, the Participant will have all the rights and privileges of a NextG stockholder with
respect to voting such Restricted Stock and receiving dividends and distributions on such
Restricted Stock.



     9. No Continued Service Guarantee. THE PARTICIPANT EXPRESSLY ACKNOWLEDGES AND AGREES
THAT RESTRICTED STOCK 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



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THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE RESTRICTED STOCK AWARD, OR ACQUIRING
RESTRICTED STOCK 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.



     10. 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.



     11. Award Not Transferable. Except to the limited extent specified in Section 6, the
unvested Restricted Stock subject to this Agreement 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 any unvested Restricted Stock subject to this Agreement, or any right or privilege conferred by
this Agreement, or upon any attempted sale under any execution, attachment, or similar process,
this Restricted Stock grant and the rights and privileges conferred by this Agreement immediately
will become void and unenforceable.



     12. Binding Agreement. Subject to the Restricted Stock 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.



     13. Additional Escrow-Release Conditions. NextG will not be required to issue any
certificate or certificates for Restricted Stock under this Agreement or release such Restricted
Stock from the escrow established under Section 2 or under Section 5, unless and until all of the
following conditions are satisfied: (a) the Restricted Stock is admitted to listing on all stock
exchanges on which such class of stock is then listed; (b) with respect to such Restricted Stock,
any registration or other qualification is completed under any state or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other governmental
regulatory body, in each case as the Administrator determines to be necessary or advisable in the
Administrator’s sole discretion; (c) any approval or other clearance from any state or federal
governmental agency is received, in each case as the Administrator determines to be necessary or
advisable in the Administrator’s sole discretion; and (d) a reasonable time period after the
Restricted Stock grant date has lapsed, with such reasonable time period to be established by the
Administrator from time to time for administrative convenience reasons.



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     14. 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.



     15. 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 Restricted Stock has 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.



     16. Electronic Delivery. In NextG’s sole discretion, NextG may decide to deliver any
documents related to the Restricted Stock or future Restricted Stock 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.



     17. 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.



     18. 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.



     19. 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,
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 of the Internal Revenue Code of 1986, as amended (the “Code”), to
otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in
connection with the Restricted Stock, or to otherwise avoid violating any applicable law, rule, or
regulation.



     20. Plan Amendment, Suspension, or Termination. By accepting the Restricted Stock,
the Participant expressly represents and warrants that the Participant has received a Restricted
Stock Award under the Plan, and has received, read, and understood a Plan



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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.



     21. 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 Restricted Stock 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 Restricted Stock Award is granted, is made, and will be performed
exclusively in Santa Clara County, California.



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