Exhibit 10.3
FIBERTOWER CORPORATION
2010 STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
1.
AGREEMENT TO GRANT RESTRICTED STOCK.
SUBJECT TO THE CONDITIONS DESCRIBED IN THIS AGREEMENT (THE "AWARD AGREEMENT")
AND IN THE FIBERTOWER CORPORATION 2010 STOCK INCENTIVE PLAN, AS AMENDED FROM
TIME TO TIME (THE "PLAN"), FIBERTOWER CORPORATION, A DELAWARE CORPORATION (THE
"COMPANY"), HEREBY AGREES TO GRANT TO
("PARTICIPANT") ALL RIGHTS,
TITLE AND INTEREST IN THE RECORD AND BENEFICIAL OWNERSHIP OF
(
) SHARES (THE "RESTRICTED STOCK")
OF COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF THE COMPANY ("COMMON STOCK").
THIS AWARD OF RESTRICTED STOCK SHALL BE EFFECTIVE AS OF THE DATE (THE "GRANT
DATE") OF APPROVAL BY THE COMMITTEE.
THE GRANT DATE IS
, 20
.
ALL CAPITALIZED TERMS
NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE PLAN, THE
TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.
2.
PERFORMANCE-BASED COMPENSATION.
THIS
AWARD AGREEMENT AND THE UNDERLYING AWARD IS INTENDED TO MEET THE REQUIREMENTS
FOR PERFORMANCE-BASED COMPENSATION AND SHALL BE SUBJECT TO AND COMPLY WITH
ARTICLE IX OF THE PLAN AND SECTION 162(M) OF THE CODE AND THE REGULATIONS
THEREUNDER.
3.
VESTING.
(A)
VESTING REQUIREMENTS. SUBJECT TO THE SATISFACTION OF
THE TERMS AND CONDITIONS SET FORTH IN THE PLAN AND THIS AWARD AGREEMENT,
PARTICIPANT SHALL VEST IN HIS RIGHTS UNDER THE RESTRICTED STOCK, AND THE
COMPANY'S RIGHT TO THE RETURN AND REACQUISITION OF SUCH SHARES SHALL LAPSE WITH
RESPECT TO THE RESTRICTED STOCK, ON THE CERTIFICATION DATE, IF:
(I) AT ANY TIME
DURING THE PERFORMANCE PERIOD, THE FMV PER SHARE EQUALED OR EXCEEDED $X.XX FOR
TWENTY (20) CONSECUTIVE TRADING DAYS (THE "PERFORMANCE GOAL"); (II) EXCEPT AS
PROVIDED IN SECTION 3(C), THE PERFORMANCE PERIOD CLOSES, (III) THE COMMITTEE
CERTIFIES THAT THE PERFORMANCE GOAL WAS ACHIEVED; AND (IV) EXCEPT AS OTHERWISE
PROVIDED BY SECTION 5(C), AN EVENT OF TERMINATION HAS NOT OCCURRED WITH RESPECT
TO THE PARTICIPANT DURING THE PERIOD BEGINNING ON THE GRANT DATE AND ENDING ON
THE CERTIFICATION DATE.
(B)
PERFORMANCE PERIOD.
"PERFORMANCE PERIOD" SHALL MEAN A
THREE (3) YEAR PERIOD, BEGINNING ON THE GRANT DATE AND ENDING ON THE THIRD (3RD)
ANNIVERSARY OF THE GRANT DATE.
(C)
EFFECT OF CHANGE OF CONTROL ON VESTING.
IF THE
PERFORMANCE GOAL IS ACHIEVED DURING THE PERFORMANCE PERIOD AND PRIOR TO THE
CONSUMMATION OF A CHANGE OF CONTROL, VESTING OF THE RESTRICTED STOCK SHALL BE
ACCELERATED IN ACCORDANCE WITH THE DEFINITION OF "CERTIFICATION DATE" BELOW.
(D)
FORFEITED RESTRICTED STOCK.
FOR THE SAKE OF CLARITY,
REFERENCES TO RESTRICTED STOCK DOES NOT INCLUDE ANY PREVIOUSLY FORFEITED
RESTRICTED STOCK.
4.
ISSUANCE AND TRANSFERABILITY.
(A)
REGISTRATION AND RESTRICTING LEGEND.
UPON GRANT, THE
RESTRICTED STOCK GRANTED HEREUNDER SHALL BE REGISTERED IN THE NAME OF
PARTICIPANT AND, UNLESS AND UNTIL SUCH RESTRICTED STOCK VEST, SHALL BE LEFT ON
DEPOSIT WITH THE COMPANY, OR IN TRUST OR ESCROW PURSUANT TO AN AGREEMENT
SATISFACTORY TO THE COMPANY, UNTIL SUCH TIME AS THE RESTRICTIONS ON TRANSFER
HAVE LAPSED.
IF THE RESTRICTED STOCK ARE REPRESENTED BY CERTIFICATES, SUCH
CERTIFICATES SHALL BE MARKED WITH THE FOLLOWING LEGEND:
"The shares represented by