EXHIBIT 10.48
RESTRICTED STOCK
UNIT AWARD AGREEMENT
This Restricted Stock Unit Award Agreement ("Agreement") is made as of
___________, ("Date of Grant"), by Brightpoint, Inc., an Indiana Corporation
(the "Company" or "Brightpoint") and _________________ (the "Grantee"). Pursuant
to this Agreement the Grantee is receiving a restricted stock unit Award
("Award") under the Company's 2004 Long-Term Incentive Plan, as may be amended
from time to time (the "Plan"). The Award is a grant of
_____________________________ Brightpoint Restricted Stock Units (the
"Restricted Stock Units"). Each Restricted Stock Unit represents the right to
receive one common share of the Company subject to the fulfillment of the
vesting conditions set forth in this Agreement. The Award constitutes an Other
Stock-Based Award under the Plan, and is being submitted to Grantee in
accordance with section 10(b)(v) of the Plan. It is a condition to Grantee
receiving the Award that Grantee accept the terms, conditions and restrictions
applicable to the Restricted Stock Units as set forth in this Agreement.
The terms of the Award are as set forth in this Agreement and in the Plan.
The Plan is incorporated into this Agreement by reference, which means that this
Agreement is limited by and subject to the express terms and provisions of the
Plan. In the event of a conflict between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall control. Capitalized terms that
are not defined in this Agreement have the meanings given to them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the Company hereby awards
Restricted Stock Units to Grantee on the following terms and conditions:
1. Award of Restricted Stock Units. The Company hereby grants to
Grantee _____________ (____________) Restricted Stock Units subject to the terms
and conditions set forth below.
2. Restrictions. The Restricted Stock Units are being awarded to
Grantee subject to the transfer and forfeiture conditions set forth below (the
"Restrictions") which shall lapse, if at all, as described in Section 3 below.
For purposes of this Award, the term Restricted Stock Units includes any
additional Restricted Stock Units granted to the Grantee with respect to
Restricted Stock Units still subject to the Restrictions.
a. Grantee may not directly or indirectly, by operation of
law or otherwise, voluntarily or involuntarily, sell,
assign, pledge, encumber, charge or otherwise transfer
any of the Restricted Stock Units still subject to
Restrictions. The Restricted Stock Units shall be
forfeited if Grantee violates or attempts to violate the
Restrictions.
b. Any Restricted Stock Units still subject to the
Restrictions shall be automatically forfeited upon the
Grantee's termination of employment with Brightpoint or
a Subsidiary for any reason, other than death,
Disability or Retirement.
c. If Grantee engages, directly or indirectly, in any
activity which is in competition with any activity of
Brightpoint or any Subsidiary, or in any action or
conduct which is in any manner adverse or in any way
contrary to the interests of Brightpoint or any
Subsidiary, all Restricted Stock Units shall be
forfeited. This determination shall be made by the
Compensation and Human Resources Committee of the
Company's Board of Directors (the "Committee").
The Company will not be obligated to pay Grantee any consideration
whatsoever for forfeited Restricted Stock Units.
3. Lapse of Restrictions.
a. The Restrictions applicable to the Restricted Stock
Units shall lapse, as long as the Restricted Stock Units
have not been forfeited as described in Section 2 above,
as follows:
(i) As to ___________ (__________) Restricted Stock
Units, one year from the date hereof;
(ii) As to ______________ (__________) Restricted Stock
Units, two years from the date hereof;
(iii) As to _____________ (__________) Restricted Stock
Units, three years from the date hereof;
(iv) As to all of the remaining Restricted Stock Units
upon a Change in Control of the Company (as
defined by the Plan);
(v) As to all of the remaining Restricted Stock Units
upon termination of Grantee's employment by
Brightpoint or a Subsidiary due to the Disability
of the Grantee;
(vi) As to all of the remaining Restricted Stock Units
if the Grantee dies.
(vii) As to all of the remaining Restricted Stock Units
upon the Retirement of the Grantee.
b. To the extent the Restrictions lapse under this Section
3 with respect to the Restricted Stock Units, they will
be free of the terms and conditions of this Award.
4. Adjustments. If the number of outstanding Common Shares is
changed as a result of stock dividend, stock split or the like without
additional consideration to the Company, the number of Restricted Stock Units
subject to this Award shall be adjusted to correspond to the change in the
outstanding Common Shares.
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5. Delivery of Certificates. Upon the lapse of Restrictions
applicable to the Restricted Stock Units, the Company shall deliver to the
Grantee a certificate representing a number of Common Shares equal to the number
of Restricted Stock Units upon which such Restrictions have lapsed.
6. Withholding Taxes. The Company is entitled to withhold an amount
equal to Brightpoint's required minimum statutory withholdings taxes for the
respective tax jurisdiction attributable to any Common Share or property
deliverable in connection with the Restricted Stock Units. Grantee may satisfy
any withholding obligation in whole or in part by electing to have Brightpoint
retain Common Shares deliverable in connection with the Restricted Stock Units
having a Fair Market Value on the date the Restrictions applicable to the
Restricted Stock Units lapse equal to the minimum amount required to be
withheld. "Fair Market Value" for this purpose shall be determined in accordance
with the terms of the Plan.
7. Voting and Other Rights.
a. Grantee shall have no rights as a shareholder of the
Company in respect of the Restricted Stock Units,
including the right to vote and to receive dividends and
other distributions (except as otherwise provided in
Section 4 of this Agreement), until delivery of
certificates representing Common Shares in satisfaction
of the Restricted Stock Units.
b. The grant of Restricted Stock Units does not confer upon
Grantee any right to continue in the employ of the
Company or a Subsidiary or to interfere with the right
of the Company or a Subsidiary, to terminate Grantee's
employment at any time.
8. Nature of Award. By entering into this Agreement, the Grantee
acknowledges his or her understanding that the grant of Restricted Stock Units
under this Agreement is completely at the discretion of Brightpoint, and that
Brightpoint's decision to make this Award in no way implies that similar awards
may be granted in the future. In addition, the Grantee hereby acknowledges that
he or she has entered into employment with Brightpoint or a Subsidiary upon
terms that did not include this Award or similar awards, that his or her
decision to continue employment is not dependent on an expectation of this Award
or similar awards, and that any amount received under this Award is considered
an amount in addition to that which the Grantee expects to be paid for the
performance of his or her services.
9. Funding. No assets or Common Shares shall be segregated or
earmarked by the Company in respect of any Restricted Stock Units awarded
hereunder. The grant of Restricted Stock Units hereunder shall not constitute a
trust and shall be solely for the purpose of recording an unsecured contractual
obligation of the Company.
10. Registration. The Company has filed a registration statement
with the Securities and Exchange Commission with respect to the Common Shares
subject to the Award. The Company intends to maintain the effectiveness of the
registration statement, but has no obligation to do so. If the registration
statement is not effective, Grantee will not be able to
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transfer or sell the shares issued to Grantee pursuant to this Award unless
exemptions from registration under the applicable securities laws are available.
Such exemptions from registration are very limited and might be unavailable.
Grantee agrees that any resale by Grantee of the Common Shares issued pursuant
to the Award shall comply in all respects with the requirements of all
applicable securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act, the Exchange Act and the
respective rules and regulations promulgated thereunder) and any other law, rule
or regulation applicable thereto, as such laws, rules and regulations may be
amended from time to time. The Company shall not be obligated to either issue
the Common Shares subject to the Award, or permit the resale of any Common
Shares subject to the Plan, if such issuance or resale would violate any such
requirements.
11. Governing Law. All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by and construed
according to the internal law and not the law of conflicts of the State of
Indiana.
12. Waiver. The failure of the Company to enforce at any time any
provision of this Award shall in no way be construed to be a waiver of such
provision or any other provision hereof.
13. Actions by the Committee. The Committee may delegate its
authority to administer this Agreement. The actions and determinations of the
Committee or delegate shall be binding upon the parties.
14. Acceptance of Terms and Conditions. By accepting this Award
within 30 days after the date of your receipt of this Agreement, you agree to be
bound by the foregoing terms and conditions, the Plan and any and all rules and
regulations established by Brightpoint in connection with awards issued under
the Plan. If you do not accept this Award within 30 days of your receipt of this
Agreement, you will not be entitled to the Restricted Stock Units.
15. Plan Documents. The Plan is available from the Company's
corporate headquarters at 000 Xxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000,
Attention Xxxxxx X. Xxxxx, Executive Vice President, General Counsel and
Secretary.
_______________________________________________
,Grantee
Date:
BRIGHTPOINT, INC.
By:
___________________________________________
Name:
Title:
Date:
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