this certificate have been issued pursuant to the
terms of the FiberTower 2010 Corporation Stock Incentive Plan and may not be
sold, pledged, transferred, assigned or otherwise encumbered in any manner
except as is set forth in the terms of the Restricted Stock Agreement dated
, 20
."
(B)
BOOK ENTRY FORM. IF THE SHARES ARE HELD IN BOOK ENTRY
FORM, THEN SUCH ENTRY WILL REFLECT, IN A MANNER SUFFICIENT TO EFFECT IN A
LEGALLY ENFORCEABLE FORM, THAT SUCH SHARES OF RESTRICTED STOCK ARE SUBJECT TO
THE RESTRICTIONS OF THIS AWARD AGREEMENT AND THE PLAN.
(C)
STOCK POWER.
PARTICIPANT WILL DELIVER TO THE COMPANY A
STOCK POWER, IN SUBSTANTIALLY THE FORM AS EXHIBIT A ATTACHED HERETO OR SUCH FORM
AS REQUIRED BY THE COMPANY, ENDORSED IN BLANK, WITH RESPECT TO EACH AWARD OF
RESTRICTED STOCK.
(D)
RELEASE OF RESTRICTIONS.
UPON VESTING OF ANY PORTION OF
THE SHARES OF RESTRICTED STOCK AND SATISFACTION OF ANY OTHER CONDITIONS REQUIRED
BY THE PLAN OR PURSUANT TO THIS AWARD AGREEMENT, THE COMPANY SHALL PROMPTLY
EITHER ISSUE A STOCK CERTIFICATE, WITHOUT SUCH RESTRICTED LEGEND, FOR ANY SHARES
OF THE RESTRICTED STOCK THAT HAVE VESTED, OR, IF THE SHARES ARE HELD IN BOOK
ENTRY FORM, THEN THE COMPANY SHALL REMOVE THE NOTATIONS ON THE BOOK FORM FOR ANY
SHARES OF THE RESTRICTED STOCK THAT HAVE VESTED.
(E)
PROHIBITION ON TRANSFER. UNTIL RESTRICTIONS LAPSE, THE
RESTRICTED STOCK SHALL NOT BE TRANSFERABLE.
NO RIGHT OR BENEFIT HEREUNDER SHALL
IN ANY MANNER BE LIABLE FOR OR SUBJECT TO ANY DEBTS, CONTRACTS, LIABILITIES, OR
TORTS OF PARTICIPANT.
ANY PURPORTED ASSIGNMENT, ALIENATION, PLEDGE, ATTACHMENT,
SALE, TRANSFER OR OTHER ENCUMBRANCE OF THE RESTRICTED STOCK, REGARDLESS OF BY
WHOM INITIATED OR ATTEMPTED, PRIOR TO THE LAPSE OF RESTRICTIONS SHALL BE VOID
AND UNENFORCEABLE AGAINST THE COMPANY. IF, NOTWITHSTANDING THE FOREGOING, AN
ASSIGNMENT, ALIENATION, PLEDGE, ATTACHMENT, SALE, TRANSFER OR OTHER ENCUMBRANCE
OF THE RESTRICTED STOCK IS EFFECTED BY OPERATION OF LAW, COURT ORDER OR
OTHERWISE, THE AFFECTED RESTRICTED STOCK SHALL REMAIN SUBJECT TO THE RISK OF
FORFEITURE, VESTING REQUIREMENT AND ALL OTHER TERMS AND CONDITIONS OF THIS AWARD
AGREEMENT.
IN THE CASE OF PARTICIPANT'S DEATH OR DISABILITY, PARTICIPANT'S
VESTED RIGHTS UNDER THIS AWARD AGREEMENT (IF ANY) MAY BE EXERCISED AND ENFORCED
BY PARTICIPANT'S GUARDIAN OR LEGAL REPRESENTATIVE.
5.
FORFEITURE.
(A)
LAPSE OF PERFORMANCE PERIOD. IF THE
PERFORMANCE GOAL IS NOT ACHIEVED ON OR BEFORE THE LAST DAY OF THE PERFORMANCE
PERIOD, ALL RESTRICTED STOCK SHALL BE FORFEITED AS OF 11:59 P.M. (PACIFIC TIME)
ON THE LAST DAY OF THE PERFORMANCE PERIOD.
(B)
TERMINATION.
EXCEPT AS PROVIDED IN
SECTION 5(C), IF PARTICIPANT'S TERMINATION BY THE COMPANY OR BY PARTICIPANT FOR
ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF THE
PARTICIPANT'S DEATH OR DISABILITY, OCCURS ON OR BEFORE THE CERTIFICATION DATE,
THE UNVESTED PORTION OF THE RESTRICTED STOCK HELD BY PARTICIPANT AT TERMINATION
SHALL IMMEDIATELY BE FORFEITED.
(C)
INVOLUNTARY TERMINATION WITHOUT CAUSE AND
TERMINATION FOR GOOD REASON.
(I)
PARTICIPANT SHALL NOT IMMEDIATELY
FORFEIT ANY UNVESTED RESTRICTED STOCK HELD BY PARTICIPANT UPON TERMINATION IF: