Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Executive") and Global Signal Services LLC (the
"Company") on April 5, 2006.
WHEREAS, the Company desires to provide for the service and employment
of the Executive with the Company and the Executive wishes to perform services
for the Company, all in accordance with the terms and conditions provided
herein; and
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, the Executive and the Company hereby agree as follows:
Section 1. EMPLOYMENT.
(a) During the Term (as defined in Section 2 below), the
Company does hereby employ the Executive and the Executive does hereby accept
employment as Chief Executive Officer and President of the Company. The
Executive shall have all the duties, responsibilities and authority normally
performed by a chief executive officer and president and shall render services
consistent with such positions. The Executive shall report to the Board of
Directors of the Company's parent, Global Signal, Inc. (the "Board of
Directors"). The Executive agrees to devote all of his working time and efforts
to the business and affairs of the Company, the Company's parent, Global Signal
Inc. ("GSL"), and their respective subsidiaries, subject to periods of vacation
and sick leave to which he is entitled, and shall not engage in activities that
substantially interfere with the Executive's ability to carry out his
responsibilities under this Agreement.
(b) The Executive shall be appointed as a member of the Board
of Directors as of the Commencement Date (as defined in Section 2 below).
(c) Notwithstanding any provision of Section 1(a) or 1(b) to
the contrary, the Executive shall not assume the positions of Chief Executive
Officer and President of the Company and shall not be appointed as member of
the Board of Directors until the later of the execution of the Agreement and
the first day of Executive's employment with Global Signal Services LLC.
Section 2. TERM OF AGREEMENT. The term of this Agreement (the "Initial
Term") shall commence on the date hereof (the "Commencement Date") and shall
end on December 31, 2010, unless terminated pursuant to Section 4(g) below. At
the end of the Initial Term, the Executive's employment pursuant to this
Agreement shall be extended automatically for successive one (1) year terms of
employment, unless the Company or the Executive notifies the other party in
writing at least forty-five (45) days prior to the end of the Initial Term or
any later Term of an intention not to renew this Agreement, in which case this
Agreement will terminate at the end of such Term. All references to "Term"
shall refer to both such Initial Term and any such successive Terms. For the
sake of clarity, the failure to renew by Company is not deemed termination
without cause and Section 4(g) does not apply.
Section 3. LOCATION. In connection with the Executive's employment by
the Company, the Executive shall be based at the Company's headquarters,
currently located in Sarasota, Florida, except for required travel for the
Company's business.
Section 4. COMPENSATION.
(a) BASE SALARY. Effective as of the Commencement Date, for
all services rendered by the Executive hereunder, the Company shall pay the
Executive a base salary ("Base Salary") at an initial rate of $500,000 per
year. Base Salary may be increased, but not decreased without the Executive's
prior written approval. The Base Salary is payable in substantially equal
installments in accordance with the Company's payroll policy in effect from
time to time. Compensation of the Executive by payments of Base Salary shall
not be considered exclusive and shall not prevent the Executive from
participating in any other compensation or benefit plan of the Company.
(b) CASH BONUS. The Executive shall have the opportunity to
earn a discretionary cash bonus in respect of each calendar year in which the
Executive is employed by the Company, subject to the terms and conditions of
the cash bonus policy of the Company; provided, however that the Executive's
target discretionary bonus shall be between fifty percent (50%) and one hundred
percent (100%) of Base Salary during each calendar year of the Executive's
employment, as determined by the Board of Directors. For clarity's sake, the
Executive's target bonus for 2006 shall be between fifty percent (50%) and one
hundred percent (100%) of $500,000. In order to be eligible for any cash bonus,
Executive must be an active employee at, and not have given or received notice
of termination prior to, the time of the cash bonus payment. Cash bonus
payments shall be made to the Executive within a reasonable time after the end
of the calendar year in respect of which they are granted, but in no event
later than two months following the last day of the calendar year for which
such bonus was granted. The Company's discretionary cash bonus policy takes
into account the success of the Company as a whole as well as the contribution
of each individual to that success; payment of additional compensation or a
bonus in or in respect of any given fiscal or calendar year, including any
discretionary equity bonus as described below, does not entitle the Executive
to additional compensation or a bonus in or in respect of any subsequent year.
(c) EQUITY PARTICIPATION.
(i) The Executive shall be eligible in respect of
each calendar year in which the Executive is employed by the Company
for a discretionary bonus in the form of an equity award, subject to
the terms and conditions of the Company's Global Signal Inc. Omnibus
Stock Incentive Plan (the "Plan") equity bonus policy in effect at the
time of grant of any such bonus; provided, however that the
Executive's target discretionary equity bonus shall be equal in value
to between fifty percent (50%) and one hundred percent (100%) of Base
Salary during each calendar year of the Executive's employment, as
determined by the Board of Directors. For clarity's sake, the
Executive's target equity bonus for 2006 shall be between fifty
percent (50%) and one hundred percent (100%) of $500,000. In order to
be eligible for any discretionary equity bonus, Executive must be an
active employee at, and not have given or received notice of
termination prior to, the time of the bonus award. Equity bonuses
awarded to the Executive shall be in the form of an indexed deferred
shares award with a base value (based on the fair market value of the
common stock of GSL (the "Common Stock") equal to the amount of bonus
being awarded, pursuant to an agreement substantially in the form
attached as Appendix A (the "Deferred Shares Award"), pursuant to the
terms and conditions of the Plan. The number of shares of Common Stock
issuable pursuant to the Deferred Shares Award shall be based on GSL's
annualized dividend declared in respect of the fourth quarter of the
calendar year following the year in respect of which such award is
made (the "Q4 Dividend Run Rate"). One third of the shares subject to
the Deferred Shares Award that are payable based upon the Q4 Dividend
Run Rate shall vest and become payable on December 31 of each of the
first, second and third years following the year in respect of which
such award is made, subject to the Executive's continued employment as
of each vesting date; provided that in the event of Executive's
employment is terminated without Cause or the termination by the
Executive of his employment with the Company for the reason specified
in clause (i) of the definition of Good Reason (as defined below)
within twelve months of a Change in Control (as defined in Exhibit I),
the unvested portion of the Deferred Shares Award, if any, shall vest
in full. The Executive shall not have any rights of a shareholder,
including the right to vote and receive cash dividends, with respect
to any shares of Common Stock under any Deferred Shares Award until
the shares thereunder vest and are issued, provided, however, that,
subject to the Executive's continued employment as of each record
date, the Executive shall be entitled to receive a cash payment (less
applicable withholding) equal to the amount of any dividends paid on
the Common Stock on any unvested shares covered by the Deferred Shares
Award.
(ii) Effective as of the commencement of Executive's
employment, the Board of Directors of GSL shall grant the Executive a
one time initial award of restricted shares covering 200,000 shares of
Common Stock, in the form attached as Exhibit II (the "Restricted
Stock") pursuant to the terms and conditions of the Plan. Twenty
percent (20%) of the shares subject to the Restricted Stock shall be
immediately vested upon commencement of Executive's employment and the
remaining eighty percent (80%) of the shares subject to the Restricted
Stock shall vest in four equal annual installments beginning December
31, 2007, so that one hundred percent (100%) of the shares subject to
the Restricted Stock shall become fully vested by December 31, 2010,
subject to the Executive's continued employment as of each vesting
date; provided that in the event of a Change in Control (as defined in
Exhibit I), the unvested portion of the Restricted Stock, if any,
shall vest in full. The Executive shall have all the rights of a
shareholder of GSL, including the right to vote and receive cash
dividends, with respect to the Restricted Stock (regardless of whether
the underlying shares have vested).
(d) FRINGE BENEFITS. The Executive shall be entitled to
participate in each fringe, welfare and pension benefit and incentive program
adopted from time to time by the Company for the benefit of, and which
generally apply to, its senior executive officers from time to time, including
medical and dental plans, disability insurance, 401(k) plans or other
retirement benefits provided to employees and/or senior executive officers.
Notwithstanding the foregoing, this provision shall not guarantee that the
Company will maintain any of its benefit and incentive plans or programs,
except to the extent required by law or other provisions of this Agreement.
(e) PAID TIME OFF. The Executive will be entitled to twenty
(20) days of paid time off per year in accordance with the Company's paid time
off policy applicable to employees, as amended from time to time, except that
in no circumstances will the amount of vacation that the Executive receives be
less than twenty (20) days. Accrued but unused vacation time will be paid out
in accordance with the Company's policies and procedures in place at that time.
(f) REIMBURSEMENT OF EXPENSES. The Company shall reimburse
the Executive for all reasonable expenses which are incurred by him in the
course of performing his duties and which are consistent with the Company's
policies in effect from time to time with respect to travel, entertainment and
other business expenses, subject to the Company's requirements with respect to
reporting and documentation of such expenses. All expenses incurred or assumed
prior to termination of employment shall be subject to this reimbursement
provision, regardless of whether a request for reimbursement for such expenses
occurs before or after such termination.
(g) SEVERANCE.
(i) Upon termination by the Company of the
Executive's employment with the Company for any reason other than for
Cause (as defined below), or upon termination by the Executive of his
employment with the Company for Good Reason (as defined below) within
thirty (30) days of the occurrence of the circumstances giving rise to
such Good Reason, then (i) the Executive shall be entitled to receive
payment of any accrued and owing Base Salary for the applicable
period, (ii) a lump-sum payment equal to one year's Base Salary at its
then current rate, payable in a lump-sum sixty (60) days following the
Executive's Separation from Service (as defined in section 409A of the
Internal Revenue Code of 1986, as amended (the "Code")), (iii) the
Executive shall vest as to an additional twenty percent (20%) of the
shares subject to the Restricted Stock award and (iv) the Executive
shall vest as to such additional portion of the shares subject to any
then outstanding Deferred Shares Awards as is provided in the
applicable Deferred Share Award agreements.
(ii) Except for indemnification obligations under
applicable indemnification agreements (including indemnification
obligations contained in the Company charter and by-laws) and
insurance policies, and vested rights in benefit plans of the Company,
if any, the Company shall have no obligation to the Executive in the
case of any such termination except as set forth in this Section 4(g).
(iii) Payment of any severance and the Executive's
entitlement to any vesting acceleration are conditioned upon (A) the
Executive signing a separation agreement prepared by the Company which
includes a general release of claims and (B) the Executive's
compliance with the restrictive covenants set forth in the
Non-Compete, Non-Solicitation and Confidentiality Agreement between
the Executive and GSL, effective as of April 9, 2006, attached hereto
as Appendix C (the "Non-Compete, Non-Solicitation and Confidentiality
Agreement").
(iv) For the sake of clarity, the severance payment
provided for herein shall be in lieu of any amount to which the
Executive would be entitled under the Company's severance policy, if
any, in effect at the time of the termination.
(v) In the event that the Executive's employment
terminates due to death or becoming Disabled during the Term of this
Agreement: (x) the Executive (or the Executive's estate or appropriate
beneficiary) shall receive a lump-sum cash payment equal to six (6)
months of his then existing Base Salary (to be paid sixty (60) days
following such death or determination of disability), (y) the
Executive shall be entitled to two (2) years of group health and
welfare benefits (including the conversion of any life or disability
policies) at the Company's expense, and (z) the unvested portion of
the Restricted Stock and Deferred Shares Award, if any, shall
immediately vest in full. The Executive shall be considered "Disabled"
as determined by the Board of Directors in good faith, taking into
account circumstance where the Executive is entitled to any benefits
under any long-term disability income plan of the Company applicable
to the Executive.
(vi) In the event the Executive becomes entitled to
any payments of severance under this Section 2(g) and the Executive is
a "specified employee" within the meaning of Section of
409A(a)(2)(B)(i) of the Code, the payment of such severance shall be
delayed in accordance with the provisions of such section to the
extent necessary or appropriate to avoid adverse tax consequences
under Section 409A of the Code. Furthermore, it is intended that the
Agreement shall comply with the provisions of section 409A of the Code
and the Treasury Regulations relating thereto so as not to subject the
Executive to the payment of additional taxes and interest under
section 409A of the Code. In furtherance of this intent, this
Agreement shall be interpreted, operated, and administered in a manner
consistent with these intentions, and to the extent that any
regulations or other guidance issued under section 409A of the Code
would result in the Executive being subject to payment of additional
income taxes or interest under section 409A of the Code, the parties
agree to amend this Agreement in order to avoid the application of
such taxes or interest under section 409A of the Code.
"Cause" means (i) any intentional misapplication by Executive of the Company's
or its subsidiaries' funds, intended to result directly or indirectly in
significant gain or personal enrichment at the expense of the Company or its
subsidiaries, or any act of dishonesty committed by Executive in connection
with the Company's or its subsidiaries' business; (ii) Executive's conviction
of a crime involving moral turpitude; (iii) Executive's non-performance or
non-observance in any material respect of any requirement with respect to
Executive's employment hereunder or under any other agreement between Executive
and the Company; or (iv) any other action by Executive involving willful and
deliberate malfeasance or negligence in the performance of Executive's duties
hereunder. In the event that the Board wishes to terminate Executive for
"Cause" under (iii) or (iv) above, it shall give Executive at least thirty (30)
days advance written notice thereof and provide Executive an opportunity to
meet with the Board, discuss the basis for the decision, and a reasonable
opportunity to cure any failure to perform his duties in the manner expected;
provided, however, no vesting occurrence that occurs during such cure period
shall be effective unless Executive cures such failure to perform; provided,
further, however, that any such termination shall not be effective until the
end of such thirty (30) day period or, if later, the date of Executive's
meeting with the Board. This definition of "Cause" shall apply to all
agreements between the Executive, the Company, and/or GSL, unless the Executive
specifically agrees in writing to specifically amend the definition of "Cause"
contained in this Agreement.
"Good Reason" shall mean the occurrence, without the express prior written
consent of the Executive, of any of the following circumstances, unless such
circumstances are fully corrected by the Company within thirty (30) days
following written notification by the Executive (which written notice must be
delivered within thirty (30) days of the Executive's obtaining actual knowledge
of the occurrence of such circumstances) that he intends to terminate his
employment for one of the reasons set forth below: (i) a material reduction in
the Executive's duties and responsibilities (including, but not limited to, the
Company's hiring of an employee who is given the title of Chief Executive
Officer, the appointment of an individual to a position of similar authority,
or the Executive no longer being a voting member of the Board of Directors);
(ii) the failure of the Company to make payments of compensation that the
Company or GSL is obligated to pay under the terms of this Agreement or any
other agreement between the Executive and the Company and/or GSL; or (iii) any
other material breach by the Company of this Agreement or any other agreement
between the Executive and the Company and/or GSL evidencing a grant of equity
or equity-equivalent right (including, but not limited to, a stock appreciation
right, an option to purchase stock, or a similar right). For the sake of
clarity, the Company's hiring of an employee who is given the title of
President shall not and non-renewal of the Agreement at the conclusion of its
initial Term or upon any subsequent Term shall not constitute Good Reason for
the Executive's termination. This definition of "Good Reason" shall apply to
all agreements between the Executive, the Company, and/or GSL, unless the
Executive specifically agrees in writing to specifically amend the definition
of "Good Reason" contained in this Agreement.
Section 5. NO VIOLATION OF THIRD-PARTY RIGHTS.
(a) The Executive hereby represents, warrants and covenants
to the Company that the Executive:
i. is not a party to any agreements with third
parties that prevent him from fulfilling the terms of employment and
the obligations of this Agreement or which would be breached as a
result of his execution of this Agreement;
ii. is in compliance with any and all valid
obligations which he may now have to prior employers or to others
relating to confidential information, inventions or discoveries which
are the property of those prior employers or others, as they case may
be.
If the Executive is found by a court (or arbitrator or arbitration panel) of
competent jurisdiction to be in breach of any of the foregoing representations,
warranties and covenants or a court of competent jurisdiction issues a final
order (not including a temporary restraining order or other order subject to
interlocutory appeal) precluding the Executive from performing his duties
hereunder, the Company shall be entitled to terminate this Agreement for Cause.
Notwithstanding the foregoing, the provisions of this Section 5 shall not apply
to any notice requirements applicable to the Executive pursuant his agreements
with a prior employer.
Section 6. RELOCATION EXPENSES. The Company shall provide Executive
with a reasonable relocation allowance to be used for expenses incurred as a
result of relocating, payable within thirty (30) days after permanent
relocation from Darien, Connecticut to the Sarasota, Florida area. Reasonable
costs shall include any costs associated with travel, or otherwise incurred as
a result of assuming employment with the Company, including but not limited to
the costs associated with commuting travel between Darien, Connecticut and the
Sarasota, Florida area (e.g., airfare, rental car, etc.), the cost of temporary
housing rental through August 2007 and actual costs associated with permanent
relocation from Darien, Connecticut to the Sarasota, Florida area. If Executive
voluntarily terminates his employment for any reason, except for Good Reason or
by his death or disability, within a twelve month period from the Commencement
Date, the Executive will promptly reimburse the Company for relocation expenses
received in an amount equal to the product of (x) the total relocation expenses
received or reimbursed pursuant to this Section 6 and (y) the quotient of (i)
the total number of months that the Executive is not employed by the Company
during such twelve month period divided by (ii) twelve.
The Company shall reimburse the Executive for legal fees incurred in
connection with the negotiation of this Agreement up to a maximum of $10,000.
Section 7. WITHHOLDING. The Company shall make such deductions and
withhold such amounts from each payment made to the Executive hereunder as may
be required from time to time by law, governmental regulation or order.
Section 8. NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be given by hand, facsimile or
first-class mail, certified or registered with return receipt requested, and
shall be deemed to have been duly given upon delivery or three (3) days after
mailing or twenty-four (24) hours after transmission of a facsimile to the
respective persons named below:
If to the Company
Global Signal Services LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel
If to the Executive:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Either party may change such party's address for notices by notice duly given
pursuant hereto.
Section 9. DISPUTE RESOLUTION; ATTORNEYS' FEES. The parties agree that
any and all disputes arising out of the terms of this Agreement, their
interpretation, or the Executive's employment or termination by the Company
shall be subject to binding arbitration before the American Arbitrator
Association under its National Rules for the Resolution of Employment Disputes
before an arbitrator located in Sarasota or Tampa, Florida. The Company agrees
to pay all costs associated with arbitration, except that the parties shall pay
for their own attorneys' fees and costs. The arbitrator shall permit the
parties to engage in reasonable discovery measures, including depositions,
document production, interrogatories, and any other discovery measures that the
arbitrator may order. The arbitrator shall issue a written decision and shall
have authority to award any and all damages to which the party would otherwise
be entitled to under applicable law. Such decision shall be subject to limited
review by a court of competent jurisdiction. The parties agree that the
prevailing party in any arbitration shall be entitled to injunctive relief in
any court or competent jurisdiction to enforce the arbitration award. The
parties agree that the prevailing party in any arbitration shall be awarded its
reasonable attorneys' fees and costs to the extent not prohibited by law.
Section 10. GOVERNING LAW. This Agreement and the legal relations thus
created between the parties hereto shall be governed by and construed under and
in accordance with the laws of the State of Delaware, without regard to its
conflicts of law principles.
Section 11. ENTIRE AGREEMENT. This Agreement is complete and embraces
the entire understanding of and between the parties. All prior understandings
of or in connection with the subject matter contained herein, either oral or
written, having been merged herein or canceled. The Executive acknowledges and
agrees that no representations have been made by the Company except those
expressly set forth herein. Without limiting the foregoing, the Executive
represents that he shall not be entitled to any equity interest or other
interest in the Company or GSL or any of its affiliates except to the extent
such an interest is granted by the Board of Directors and evidenced in a
writing signed by the Chairman of the Board of Directors; provided, however,
that the Restricted Stock shall be granted on April 10, 2006, as provided in
the Restricted Shares Award Agreement attached hereto as Exhibit II.
Section 12. WAIVER; MODIFICATION. Failure to insist upon strict
compliance with any of the terms, covenants or conditions hereof shall not be
deemed a waiver of such term, covenant or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any right
or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times. This
Agreement shall not be modified in any respect except by a writing executed by
each party hereto.
Section 13. ASSIGNMENT; SUCCESSORS. This Agreement is personal in its
nature and neither of the parties hereto shall, without the consent of the
other, assign or transfer this Agreement or any other rights or obligations
hereunder; provided that, in the event of the merger, consolidation, transfer
or sale of all or substantially all of the assets of the Company or GSL with or
to any other individual or entity or any similar event, this Agreement shall,
subject to the provisions hereof, be binding upon and inure to the benefit of
such successor and such successor shall discharge and perform all the promises,
covenants, duties and obligations of the Company hereunder.
Section 14. SEVERABILITY. In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any statute or public policy, only the portions of this Agreement that violate
such statute or public policy shall be stricken. All portions of this Agreement
that do not violate any statute or public policy shall continue in full force
and effect. Furthermore, any court order striking any portion of this Agreement
shall modify the stricken terms as little as possible to give as much effect as
possible to the intentions of the parties under this Agreement.
Section 15. HEADINGS; INCONSISTENCY. Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose. In the event of any
inconsistency between the terms of this Agreement and any form, award, plan or
policy of the Company, the terms of this Agreement shall control.
Section 16. COUNTERPARTS. This Agreement may be executed in
counterparts (including counterparts delivered by facsimile), each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.
Section 17. NON-COMPETE, NON-SOLICITATION AND CONFIDENTIALITY
AGREEMENT. This Agreement shall not be effective until such time as the
Executive executes and delivers the Non-Compete, Non-Solicitation and
Confidentiality Agreement attached hereto as Exhibit III.
Section 18. INSURANCE. The Company shall purchase fiduciary insurance
coverage that provides ongoing coverage for the Executive in the event that he
is deemed to be a fiduciary of an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended. Such fiduciary insurance
coverage shall provide coverage in an amount consistent with fiduciary coverage
maintained for plans of similar size and value. The Company shall also purchase
the Executive a separate "non-recourse" rider to such fiduciary policy.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by it duly authorized officer and the Executive has hereunto signed
this Agreement on the date first written above.
COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Chairman of the Board
EXECUTIVE
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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APPENDIX A
Form of Indexed Deferred Shares Award Agreement
EXHIBIT I
Change in Control Definition
This is Exhibit I to the Employment Agreement between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and
Global Signal Services LLC on April 9, 2006 (the "Agreement"). Capitalized
terms used in this Exhibit that are not defined herein shall have the meaning
ascribed thereto in the Agreement.
For purposes of this Agreement, "Change in Control" means the first to occur of
the following, during the Term of this Agreement:
(i) any Person becoming the Beneficial Owner, directly or indirectly, of
more than 50% of the total voting power of the then outstanding voting
stock (stock then entitled to vote generally in the election of
directors) of the Company or any entity controlling the Company,
including, without limitation, pursuant to a merger, consolidation or
other reorganization;
(ii) a sale of all or substantially all of the assets of the Company to
another entity where stockholders of the Company immediately prior to
the effectiveness of such asset sale do not own, immediately following
the effectiveness of such asset sale, 50% or more of the total voting
power of the voting stock of the purchasing entity in substantially
the same proportions as their ownership of the Company prior to such
asset sale (it being understood that no transaction determined by the
Board of Directors, in its good faith, to be a securitization or
financing transaction shall be deemed a sale of all or substantially
all of the assets of the Company);
(iii) liquidation of the Company (other than a liquidation which occurs as
part of a reorganization of the Company or similar transaction in
which shareholders owning a majority of the common stock of the
Company immediately prior to such reorganization continue to own a
majority of the common stock or other interests which participate
generally in the election of directors in the entity succeeding to the
Company); or
(iv) the consummation of a merger or amalgamation or consolidation of the
Company with any other corporation, other than a merger or
consolidation immediately following which the individuals who comprise
the Board immediately prior to the Company entering into an agreement
with respect to such merger, amalgamation or consolidation constitute
at least a majority of the Board of the entity surviving such merger
or amalgamation or consolidation or, if the Company or the entity
surviving such merger or amalgamation is then a subsidiary, the
ultimate parent thereof.
For purposes of this Exhibit I only:
"Beneficial Owner" (or any variant thereof) has the meaning defined in
Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act").
"Company" shall mean Global Signal Inc., a Delaware corporation (or
any successor company)
"Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) Fortress Investment Group LLC or any of its Affiliates, (iii) ▇▇▇▇▇▇▇▇▇
Capital Partners, L.P. or any of its Affiliates, (iv) any member of any group
(as defined in Rule 13d-3 under the Exchange Act) of which any of the entities
indicated in the foregoing clauses (i)-(iii) is a member, other than any of
such entities indicated in the foregoing clauses (i)-(iii), for so long as such
member of such group does not own, directly or indirectly, more than 50% of the
economic interest in the shares Beneficially Owned by such group, (v) a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or any of its subsidiaries, (vi) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (vii) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.
EXHIBIT II
Form of Restricted Stock Award Agreement
EXHIBIT III
Non-Compete, Non-Solicitation and Confidentiality Agreement
