EXHIBIT 10.23
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the "Agreement"), made this ______ day
of ___________________, 2005, between ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.,
a Delaware corporation (the "Company"), and {{EE Name}} (the "Participant").
WITNESSETH:
WHEREAS, the Company maintains the Alaska Communications Systems Group,
Inc. 1999 Stock Incentive Plan (the "Plan") to attract and retain quality
management and other personnel and provide its officers and employees with
incentives to achieve long-term corporate objectives;
WHEREAS, the Participant is an employee of the Company with
responsibility for contributing to the Company's long-term corporate objectives;
WHEREAS, the Company's Board of Directors has determined to grant
Restricted Stock under the Plan to the Participant on the terms and conditions
set forth below.
NOW, THEREFORE, in consideration of the various covenants and
agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Award.
The Company hereby grants to Participant as of {{date}} (the "Grant
Date") a total of {{number of shares}} shares of common stock, $0.01 par value
per share, of the Company (the "Restricted Stock"), subject to the terms,
restrictions and other conditions of this Agreement and the Plan. Any term used
herein and not defined shall have the meaning given such term in the Plan.
2. Restrictions.
Participant shall have partial rights and privileges of a stockholder
of the Company with respect to the Restricted Stock, including voting rights,
except that the following restrictions shall apply:
(a) Subject to subsection (c), all restrictions on shares of
Restricted Stock will lapse in accordance with the vesting schedule attached
hereto as Appendix I.
(b) Until all restrictions lapse as provided in subsection
(a), the Participant will not be eligible to receive dividends on Restricted
Stock granted to the Participant.
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(c) In the event of a Change of Control (as defined in the
Plan) that results in the vesting of shares of Restricted Stock, the Participant
agrees to sell and the Company shall, in its discretion, purchase for cash or
other consideration any Shares owned by the Participant as of the Change of
Control.
(d) No Restricted Stock or any interest or right therein or
part thereof shall be liable for the debts, contracts or engagements of the
Participant or his/her successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, hypothecation, encumbrance,
assignment or any other means, whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), any attempted
disposition thereof shall be null and void and of no effect; provided however,
that this Section 2(d) shall not prevent transfers by will or by the applicable
laws of descent and distribution.
3. Forfeiture of Restricted Stock
Until all restrictions lapse as provided in Section 2(a), all
shares of Restricted Stock granted to Participant pursuant to this Agreement are
subject to forfeiture, and the Participant shall forfeit such Restricted Stock
without any further action by the Company, immediately upon a termination of
Participant's employment with the Company, its Subsidiaries or Affiliates (a
"Termination of Employment").
4. Tax Withholding.
Whenever the restrictions on Participant's rights to shares of
Restricted Stock lapse pursuant to Section 2 of this Agreement, the Company
shall in a timely manner notify Participant of the amount of tax which must be
withheld by the Company under all applicable federal, state and local tax laws.
The Participant agrees to satisfy his/her tax obligation as selected in the Tax
Withholding Arrangement attached hereto as Appendix II, or subsequent Tax
Withholding Arrangements executed in compliance with the terms of this
Agreement, the Tax Withholding Arrangement, the underlying Plan, the Company's
Insider Trading Policy, the Company's payroll policies, and other applicable
policies.
5. Stock Certificates.
(a) Prior to Restrictions Lapsing. The Company shall cause the
Restricted Stock to be held in the name of the Participant in a book entry form
promptly upon execution of this Agreement. The Company shall not be required to
issue or deliver any certificate or certificates for shares of Restricted Stock
pursuant to this Agreement prior to the restrictions lapsing as specified in
Section 2. However, if a stock certificate is issued prior to the restrictions
lapsing, the certificates shall bear a legend reflecting the restrictions on
such securities.
(b) Conditions to Issuance of Restricted Stock Subject to
subsection (a), the Company shall not be required to issue or deliver any shares
of Restricted Stock pursuant to this Agreement prior to fulfillment of all of
the following conditions:
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(i) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;
(ii) The completion of any registration or other qualification
of such shares under any state or federal law or under rulings or
regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Board shall, in its sole
discretion, deem necessary or advisable;
(iii) The obtaining of any approval or other clearance from
any state or federal governmental agency which the Board shall, in its
sole discretion, determine to be necessary or advisable;
(iv) The payment by the Participant of all amounts which,
under federal, state or local tax law, the Company (or other employer
corporation) is required to withhold upon issuance of Restricted Stock
and/or the lapse or removal of any of the restrictions; and
(v) The lapse of such reasonable period of time as the Company
may from time to time establish for reasons of administrative
convenience.
6. No Right to Continued Employment.
Nothing in this Agreement or in the Plan shall confer upon the
Participant any right to continue in the employment or other service of the
Company, any Parent or any Subsidiary or shall interfere with or restrict in any
way the rights of the Company, any Parent or any Subsidiary, which are hereby
expressly reserved, to discharge the Participant at any time for any reasons
whatsoever, with or without cause.
7. Restricted Stock Subject to Plan.
Notwithstanding anything in this Agreement to the contrary, the terms
of this Agreement shall be subject to the terms of the Plan, a copy of which may
be obtained by the Participant from the office of the Company's Secretary.
8. Miscellaneous.
(a) This Agreement may be executed in one or more
counterparts, all of which taken together will constitute one and the same
instrument.
(b) The terms of this Agreement may only be amended, modified
or waived by a written agreement executed by both of the parties hereto.
(c) The validity, performance, construction and effect of this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.
(d) This Agreement and the Plan constitute the entire
agreement between the parties hereto with respect to the Restricted Stock Award
granted herein.
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(e) Except as otherwise herein provided, this Agreement shall
be binding upon and shall inure to the benefit of the Company, its successors
and assigns, and of Participant and Participant's personal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
By: _______________________________
Liane J. Pelletier
Chief Executive Officer and President
By: ______________________________
Name: {{Name}}
Title: {{JobTitle}}
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APPENDIX I
TIME RESTRICTED VESTING SCHEDULE
VESTING SCHEDULE
Restricted Stock will vest according the below schedule upon each
anniversary of the Grant Date, subject to Section 2, Section 3 and the other
provisions of the Agreement and the Plan, so long as the Participant has not
incurred a Termination of Employment from the date hereof through each
applicable Vesting Date. Fractional shares of Restricted Stock will carry to the
last year.
Portion of Total
Vesting Date Award Vesting
------------ -------------
One Year after [insert the Grant Date] 1/3
Two Years after [insert the Grant Date] 1/3
Three Years after [insert the Grant Date] 1/3
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APPENDIX I
SENIOR EXECUTIVE TIME RESTRICTED VESTING SCHEDULE
VESTING SCHEDULE
Restricted Stock will vest according the below schedule upon each
anniversary of the Grant Date, subject to Section 2, Section 3 and the other
provisions of the Agreement and the Plan, so long as the Participant has not
incurred a Termination of Employment from the date hereof through each
applicable Vesting Date. Fractional shares of Restricted Stock will carry to the
last year.
PORTION OF TOTAL AWARD
VESTING DATE VESTING
------------ -------
One Year after [insert the Grant Date] 1/5
Two Years after [insert the Grant Date] 1/5
Three Years after [insert the Grant Date] 1/5
Four Years after [insert the Grant Date] 1/5
Five Years after [insert the Grant Date] 1/5
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APPENDIX I
SENIOR EXECUTIVE LTIP PERFORMANCE ACCELERATED VESTING SCHEDULE
PERFORMANCE VESTING
Restricted Stock granted with accelerated-performance restrictions will
vest over three years in accordance with the table set forth, the Agreement and
the Plan, so long as the Participant has not incurred a Termination of
Employment from the date hereof through each applicable Vesting Date. Vesting
will be based on achievement of Board of Directors approved performance targets
for the applicable year. All accelerated-performance vesting must be approved by
the Board of Directors before vesting will occur and is subject to Section 2,
Section 3, and other provisions of the Agreement.
PORTION OF AWARD
PERFORMANCE ELIGIBLE FOR POTENTIAL VESTING
PERIOD VESTING PERFORMANCE TARGET DATE
------ ------- ------------------ ----
2005 thru 2007 inclusive 100% Cumulative goal for EBITDA On or before
less Maintenance Capital March 31, 2008
Expenditures for the fiscal
years 2005, 2006 and 2007
VESTING SHOULD PERFORMANCE TARGETS NOT BE MET
Restricted Stock that does not vest based on attainment of financial
targets and/or Board of Director approval will vest upon the fifth anniversary
of the Grant Date, so long as the Participant has not incurred a Termination of
Employment from the date hereof through the applicable Potential Vesting Date.
ACCELERATED VESTING UPON RETIREMENT, DISABILITY OR DEATH
Notwithstanding the vesting schedule set forth above, upon a
Termination of Employment due to normal and ordinary "Retirement," "Disability"
(as such terms are defined in the Plan) or death, for a period twenty-four (24)
months following the date of such Termination of Employment, the Participant's
Restricted Stock shall continue to vest in accordance with the schedule set
forth above except that any awards scheduled to vest on a five year anniversary
falling within the twenty-four (24) month period, shall be accelerated to vest
on the event date of Retirement, Disability or death.
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APPENDIX I
PERFORMANCE ACCELERATED VESTING SCHEDULE
PERFORMANCE VESTING
Restricted Stock granted with accelerated-performance restrictions will
vest over three years in accordance with the table set forth, the Agreement and
the Plan, so long as the Participant has not incurred a Termination of
Employment from the date hereof through each applicable Vesting Date. Vesting
will be based on achievement of Board of Directors approved financial targets
for the applicable year. All accelerated-performance vesting must be approved by
the Board of Directors before vesting will occur and is subject to Section 2,
Section 3, and other provisions of the Agreement.
The Board of Directors may change the financial targets from year to
year based on the Company's objectives and strategy. If in any year the Company
does not meet the financial targets, the associated 1/3 of the award will not
vest and the restrictions will remain in place.
PORTION OF AWARD
ELIGIBLE FOR POTENTIAL
PERFORMANCE YEAR VESTING PERFORMANCE TARGET VESTING DATE
---------------- ------- ------------------ ----------------------
2005 EBITDA less On or before March 31, 2006
Maintenance Capital
Expenditures =
2005 1/3 $75,000,000
2006 1/3 To be determined On or before March 31, 2007
2007 1/3 To be determined On or before March 31, 2008
VESTING SHOULD PERFORMANCE TARGETS NOT BE MET
Restricted Stock that does not vest based on attainment of financial
targets and/or Board of Director approval will vest upon the fifth anniversary
of the Grant Date, so long as the Participant has not incurred a Termination of
Employment from the date hereof through the applicable Potential Vesting Date.
ACCELERATED VESTING UPON RETIREMENT DISABILITY OR DEATH
Notwithstanding the vesting schedule set forth above, upon a
Termination of Employment due to normal and ordinary "Retirement," "Disability"
(as such terms are defined in the Plan) or death, for a period twenty-four (24)
months following the date of
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such Termination of Employment, the Participant's Restricted Stock shall
continue to vest in accordance with the schedule set forth above except that any
awards scheduled to vest on a five year anniversary falling within the
twenty-four (24) month period, shall be accelerated to vest on the event date of
Retirement, Disability or death.
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APPENDIX II
TAX WITHHOLDING ARRANGEMENT
By initialing next to one of the below options, the Participant agrees
to make arrangements with the Company to satisfy the Participant's tax
withholdings upon the restrictions lapsing (in accordance with the terms of
Section 2 and the other terms of the Agreement and the Plan) as follows:
_______ Option 1: Cash paid to the Company as specified below:
____% of taxes due will be paid through a payroll deduction
from the Participant's first regular paycheck
following the restrictions lapsing.
and/or
____% of taxes due will be paid by the Participant through
a cash payment to the Company within twenty-four (24)
hours of the restrictions lapsing.
The total must equal 100 percent of the Participant's tax
liability.
_______ Option 2: If you elect this option, you agree to execute a
Programmed Trade Agreement in an open trading period that will
instruct our selected broker to sell shares at least
sufficient to cover your tax obligation, and remit the
proceeds of the sale required to cover your tax obligation to
the Company.
_______ Option 3: The Participant will elect to make a timely IRC
83(b) Election and will remit 100 percent of the taxes due to
the Company through a cash payment upon making such an
election.
If for any reason the Participant does not satisfy the tax obligation
as agreed, the Company will withhold the payroll taxes due from the
participant's compensation until such time as all applicable federal, state and
local tax amounts are withheld and may pursue other means to collect any unpaid
amount.
Except with respect to Option 3, the Participant may elect to change
the elections made in this Tax Withholding Arrangement by executing a new Tax
Withholding Arrangement within an unrestricted trading period at least 30 days
prior to the lapse of restrictions and otherwise in compliance with the terms of
this Agreement, the underlying Plan, the Company's Insider Trading Policy, the
Company's payroll policies and other applicable policies.
By: ________________________________
Date: {{Date}}
Name: {{Name}}
Title: {{JobTitle}}