GLOBAL TELECOM & TECHNOLOGY, INC. RESTRICTED STOCK AGREEMENT FOR H. Brian Thompson
This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of
February 19, 2007, by and between Global Telecom & Technology, Inc., a Delaware corporation (the
“Company”), and Universal Telecommunications, Inc., a Delaware corporation (the “Grantee”).
RECITALS
In consideration of services to be rendered by H. Xxxxx Xxxxxxxx (the “Employee”) and to
provide an incentive to the Employee to remain employed with or in service to the Company and its
Affiliates, it is in the best interests of the Company to make a grant of Restricted Stock to
Grantee in accordance with the terms of this Agreement;
The Employee is the Chief Executive Officer and majority shareholder of the Grantee and has
directed that this grant of Restricted Stock be made to the Grantee in lieu of a grant to the
Employee; and
The Restricted Stock is granted pursuant to the 2006 Global Telecom & Technology, Inc.
Employee, Director and Consultant Stock Plan (the “Plan”) which is incorporated herein for all
purposes. The Grantee hereby acknowledges receipt of a copy of the Plan. Unless otherwise
provided herein, terms used herein that are defined in the Plan and not defined herein shall have
the meanings attributable thereto in the Plan.
NOW, THEREFORE, for and in consideration of the mutual premises, covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Award of Restricted Stock. The Company hereby grants, as of February 19, 2007 (the
“Date of Grant”), to the Grantee, 50,000 shares of common stock, par value $0.0001 per share, of
the Company (collectively, the “Restricted Stock”), which Restricted Stock is and shall be subject
to the terms, provisions and restrictions set forth in this Agreement and in the Plan. As a
condition to entering into this Agreement, and as a condition to the issuance of the Restricted
Stock (or any other securities of the Company), the Grantee agrees to be bound by all of the terms
and conditions herein and in the Plan. If the grant of Restricted Stock to Grantee pursuant to
this Agreement is not accepted as evidenced by Grantee’s execution below and return of the executed
acceptance form to the Company by March 19, 2007, this Agreement shall terminate and Grantee shall
no longer have any rights with respect to Restricted Stock pursuant to the terms of this Agreement.
2. Vesting of Restricted Stock.
(a) Except as otherwise provided in Section 3 hereof, the Restricted Stock shall become vested
in the following amounts, at the following times and upon the following conditions (each such date
being a “Vesting Date”), provided that the Employee’s employment or service with the Company and
its Affiliates continues through and on the applicable Vesting Date:
| Number of Shares of Restricted Stock | Vesting Date | |
| 25% | October 16, 2007 | |
| 25% | October 16, 2008 | |
| 25% | October 16, 2009 | |
| 25% | October 16, 2010 |
(b) Except as otherwise provided in Section 3 hereof, there shall be no proportionate or
partial vesting of Restricted Stock in or during the months, days or periods prior to each Vesting
Date, and all vesting of Restricted Stock shall occur only on the applicable Vesting Date.
3. Termination of Service
(a) Upon the termination or cessation of Employee’s employment or service with the Company and
its Affiliates, for any reason whatsoever, any portion of the Restricted Stock which is not yet
then vested, and which does not then become vested pursuant to this Section 3, shall automatically
and without notice terminate, be forfeited and become null and void.
(b) Notwithstanding the foregoing, in the event that the Employee’s employment with or service
to the Company and its Affiliates is terminated by the Company without Cause, a portion of the
Shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date
of the termination of the Employee’s employment with the Company and its Affiliates (the “Date of
Termination”), as follows (in each case, rounded to the nearest whole number): the number of such
Shares of Restricted Stock that shall so vest shall be calculated by (i) multiplying (A) the total
number of Shares of Restricted Stock by (B) the Applicable Percentage (as defined below), and (ii)
subtracting from such product that number of shares of Restricted Stock, if any, otherwise vested
as of the Date of Termination pursuant to Section 2(a) hereof. For purposes hereof, the
“Applicable Percentage” shall be a fraction, the numerator of which shall be the number of full
months during the period beginning on the Date of Grant and ending on the Date of Termination, and
the denominator of which shall be 60.
(c) Notwithstanding any other term or provision of this Agreement but subject to the
provisions of the Plan, the Administrator shall be authorized, in its sole discretion, based upon
its review and evaluation of the performance of the Employee and of the Company and its Affiliates,
to accelerate the vesting of all or any portion of the Restricted Stock under this Agreement, at
such times and upon such terms and conditions as the Administrator shall deem advisable.
2
4. Delivery of Restricted Stock. The Company shall make a book entry in its stock ledger
for the Restricted Stock registered in the Grantee’s name. Upon vesting, certificates for the
Restricted Stock will be issued in the name of the Grantee and shall be delivered to the Grantee’s
address on record with the Company or to such other address as the Grantee may instruct the
Company. The Company shall retain the right to determine if any stock certificates issued under
the Plan or under this Agreement shall bear a restrictive legend.
5. Rights with Respect to Restricted Stock.
(a) Except as otherwise provided in this Agreement, the Grantee shall have, with respect to
all of the shares of Restricted Stock, whether vested or unvested, all of the rights of a holder of
shares of common stock of the Company, including without limitation (i) the right to vote such
Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Restricted
Stock from time to time, and (iii) the rights available to all holders of shares of common stock of
the Company upon any merger, consolidation, reorganization, liquidation or dissolution, stock
split-up, stock dividend or recapitalization undertaken by the Company.
(b) In the event that the Administrator shall determine that any stock dividend, stock split,
share combination, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to
purchase Common Stock at a price substantially below fair market value, or other similar corporate
event affects the Common Stock such that an adjustment is required in the number of shares of
Restricted Stock in order to preserve, or to prevent the enlargement of, the benefits or potential
benefits intended to be made available under this Award, then the Administrator shall, in its sole
discretion, and in such manner as the Administrator may deem equitable, adjust any or all of the
number and kind of shares of Restricted Stock and/or, if deemed appropriate, make provision for a
cash payment to the Grantee, provided, however, that, unless the Administrator determines
otherwise, the number of shares of Restricted Stock subject to this Award shall always be a whole
number.
(c) Notwithstanding any term or provision of this Agreement to the contrary, the existence of
this Agreement, or of any outstanding Restricted Stock awarded hereunder, shall not affect in any
manner the right, power or authority of the Company to make, authorize or consummate: (i) any or
all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital
structure or its business; (ii) any merger, consolidation or similar transaction by or of the
Company; (iii) any offer, issue or sale by the Company of any capital stock of the Company,
including any equity or debt securities, or preferred or preference stock that would rank prior to
or on parity with the Restricted Stock and/or that would include, have or possess other rights,
benefits and/or preferences superior to those that the Restricted Stock includes, has or possesses,
or any warrants, options or rights with respect to any of the foregoing; (iv) the dissolution or
liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the stock,
assets or business of the Company; or (vi) any other corporate transaction, act or proceeding
(whether of a similar character or otherwise).
6. Transferability. Unless otherwise determined by the Administrator, the shares of
Restricted Stock are not transferable until and unless they become vested in accordance with this
Agreement. The terms of this Agreement shall be binding upon the executors, administrators,
3
heirs, successors and assigns of the Grantee. Any attempt to effect a Transfer of any shares of
Restricted Stock prior to the date on which the shares of Restricted Stock become vested shall be
void ab initio. For purposes of this Agreement, “Transfer” shall mean any sale, transfer,
encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether
similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and
including, but not limited to, any disposition by operation of law, by court order, by judicial
process, or by foreclosure, levy or attachment.
7. Tax Withholding Obligations.
(a) The Company shall withhold a number of shares of the Company’s common stock (rounded up)
otherwise deliverable to the Grantee having a Fair Market Value sufficient to satisfy the statutory
minimum of all or part of the Grantee’s estimated total federal, state and local tax obligations
associated with the award or vesting of the Restricted Stock; provided, however, the Grantee may
elect, by providing the Company with at least two weeks prior notice, to satisfy such tax
withholding obligations by depositing with the Company an amount of cash equal to the amount
determined by the Company to be required with respect to any withholding taxes, FICA contributions
or the like under federal, state or local statute, ordinance rule or regulation in connection with
the award or vesting of the Restricted Stock. Alternatively, the Company may, in its sole
discretion and to the extent permitted by law, deduct from any payment of any kind otherwise due to
the Grantee any federal, state or local taxes of any kind required by law to be withheld with
respect to the Restricted Stock.
(b) Tax consequences on the Grantee (including without limitation federal, state, local and
foreign income tax consequences) with respect to the Restricted Stock (including without limitation
the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Grantee. The
Grantee shall consult with his or her own personal accountant(s) and/or tax advisor(s) regarding
these matters, the making of a Section 83(b) election and the Grantee’s filing, withholding and
payment (or tax liability) obligations.
8. Amendment, Modification and Assignment; Non-Transferability. This Agreement may only be
modified or amended in a writing signed by the parties hereto. No promises, assurances,
commitments, agreements, undertakings or representations, whether oral, written, electronic or
otherwise, and whether express or implied, with respect to the subject matter hereof, have been
made by either party which are not set forth expressly in this Agreement. Unless otherwise
consented to in writing by the Company, in its sole discretion, this Agreement (and Grantee’s
rights hereunder) may not be assigned, and the obligations of Grantee hereunder may not be
delegated, in whole or in part. The rights and obligations created hereunder shall be binding on
the Grantee and his heirs and legal representatives and on the successors and assigns of the
Company.
9. Complete Agreement. This Agreement (together with those agreements and documents
expressly referred to herein, for the purposes referred to herein) embody the complete and entire
agreement and understanding between the parties with respect to the subject matter hereof, and
supersede any and all prior promises, assurances, commitments, agreements, undertakings or
representations, whether oral, written, electronic or otherwise, and whether express or implied,
which may relate to the subject matter hereof in any way.
4
10. Miscellaneous.
(a) No Right to Continued Employment or Service. This Agreement and the grant of
Restricted Stock hereunder shall not confer, or be construed to confer, upon the Employee: (i) any
right to employment or service, or continued employment or service, with the Company or any
Affiliate; or (ii) any entitlement to any other form of compensation or participation in any other
form of compensation program.
(b) No Limit on Other Compensation Arrangements. Nothing contained in this Agreement
shall preclude the Company or any Affiliate from adopting or continuing in effect other or
additional compensation plans, agreements or arrangements, and any such plans, agreements and
arrangements may be either generally applicable or applicable only in specific cases or to specific
persons.
(c) Severability. If any term or provision of this Agreement is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law,
rule or regulation, then such provision shall be construed or deemed amended to conform to
applicable law (or if such provision cannot be so construed or deemed amended without materially
altering the purpose or intent of this Agreement and the grant of Restricted Stock hereunder, such
provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the
award hereunder shall remain in full force and effect).
(d) No Trust or Fund Created. Neither this Agreement nor the grant of Restricted
Stock hereunder shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and the Grantee, Employee or any other
person. To the extent that the Grantee, Employee or any other person acquires a right to receive
payments from the Company or any Affiliate pursuant to this Agreement, such right shall be no
greater than the right of any unsecured general creditor of the Company.
(e) Electronic Delivery and Signatures. Grantee hereby consents and agrees to
electronic delivery of any Plan documents, proxy materials, annual reports and other related
documents. If the Company establishes procedures for an electronic signature system for delivery
and acceptance of Plan documents (including documents relating to any programs adopted under the
Plan), Grantee hereby consents to such procedures and agrees that his or her electronic signature
is the same as, and shall have the same force and effect as, his or her manual signature. Grantee
consents and agrees that any such procedures and delivery may be effected by a third party engaged
by the Company to provide administrative services related to the Plan, including any program
adopted under the Plan.
(f) Law Governing. This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of Delaware (without reference to the conflict of
laws rules or principles thereof).
(g) Interpretation. The Grantee accepts the Restricted Stock subject to all of the
terms, provisions and restrictions of this Agreement and the Plan. Unless a Corporate Transaction
shall have occurred, the undersigned Grantee hereby accepts as binding, conclusive
5
and final all decisions or interpretations of the Administrator upon any questions arising
under this Agreement.
(h) Headings. Section, paragraph and other headings and captions are provided solely
as a convenience to facilitate reference. Such headings and captions shall not be deemed in any
way material or relevant to the construction, meaning or interpretation of this Agreement or any
term or provision hereof.
(i) Notices. Any notice under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered personally or when deposited in the United States mail,
registered, postage prepaid, and addressed, in the case of the Company, to the Company’s Secretary
at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000 XXX, or if the Company should move its
principal office, to such principal office, and, in the case of the Grantee, to 0000 Xxx Xxxxxxx
Xxxx, Xxxxxx, Xxxxxxxx 00000, subject to the right of either party to designate some other address
at any time hereafter in a notice satisfying the requirements of this Section.
(j) Non-Waiver of Breach. The waiver by any party hereto of the other party’s prompt
and complete performance, or breach or violation, of any term or provision of this Agreement shall
be effected solely in a writing signed by such party, and shall not operate nor be construed as a
waiver of any subsequent breach or violation, and the waiver by any party hereto to exercise any
right or remedy which he or it may possess shall not operate nor be construed as the waiver of such
right or remedy by such party, or as a bar to the exercise of such right or remedy by such party,
upon the occurrence of any subsequent breach or violation.
(k) Counterparts. This Agreement may be executed in two or more separate
counterparts, each of which shall be an original, and all of which together shall constitute one
and the same agreement.
* * * * * * * *
6
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this
Agreement as of the date first written above.
| GLOBAL TELECOM & TECHNOLOGY, INC. | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Grantee acknowledges receipt of a copy of the Plan and represents that he is familiar with the
terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and
provisions thereof. Grantee has reviewed the Plan and this Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Agreement, and fully
understands all provisions of this Agreement.
GRANTEE:
By:
|
||||
Date: |
||||
7
