EXHIBIT 10.21
ARRIS GROUP, INC.
[YEAR] STOCK INCENTIVE PLAN
RESTRICTED SHARE GRANT AGREEMENT
ARRIS Group, Inc., a corporation organized and existing under the laws of the
State of Delaware (or any successor corporation) (the "Company"), does hereby
grant and give unto [First Name] [Last Name] (the "Participant"), an award (the
"Award") of shares of restricted Common Stock (the "Restricted Stock") upon the
terms and conditions set forth in this Restricted Share Grant Agreement (the
"Agreement").
WITNESSETH:
WHEREAS, the shares of Restricted Stock described in this Agreement have been
granted pursuant to, and are governed by, the Plan (as defined herein);
NOW, THEREFORE, the Company and the Participant hereby agree as follows:
1. DEFINITIONS. All the definitions set forth in the Plan are hereby
incorporated in this Agreement. For purposes of this Agreement, the
following additional terms shall be defined as follows:
(a) DISABILITY means "total disability" as defined under the
Company's group disability plan then in effect (whether or
not the Participant is covered under or eligible to
participate in such plan).
(b) PLAN means the ARRIS Group, Inc. [Year] Stock Incentive Plan,
as amended from time to time.
(c) SHARES shall have the meaning given such term in Section 2 of
this Agreement.
(d) TAX-RELATED ITEMS means all tax, social insurance and payroll
tax that may arise and fall due in relation to the grant,
vesting or sale of the Shares granted under this Agreement.
(e) VESTING DATE means a date upon which the restrictions
contained in Section 3 of this Agreement lapse with respect
to any portion of the Shares (but only with respect to the
Shares vested at such Vesting Date), which date shall be
determined in accordance with Section 4 of this Agreement.
2. GRANT OF RESTRICTED STOCK. The Participant is hereby granted [number
of] shares of Restricted Stock (the "Shares") of the Company's Common
Stock, par value $0.01, on [Month] [Day], [Year] (the "Grant Date").
The Shares are being granted under the Plan and are subject to the
terms and conditions set forth in this Agreement.
3. RESTRICTIONS/FORFEITURE. The Shares will be subject to the following
restrictions until their respective Vesting Dates:
(a) Forfeiture on Termination. Subject to Section 4 of this
Agreement, if the Participant's employment with the Company
terminates for any reason prior to the Vesting Date for a
given portion of the Shares, the Participant shall forfeit
all rights with respect to such unvested Shares, as of the
date the Participant's employment terminates.
(b) Nontransferability. Prior to the Vesting Date with respect to
a given portion of the Shares, such unvested Shares shall be
nontransferable and may not be sold, hypothecated or
otherwise assigned or conveyed by a Participant to any party,
except as otherwise provided in Section 9(d) in this
Agreement.
(c) Additional Shares. Any shares of Common Stock accruing to
Shares as a result of any adjustment under Section 9(h) of
this Agreement will be subject to the same restrictions (and
have the same Vesting Dates) as the Shares to which they
accrue.
4. VESTING.
(a) Regular Vesting. Except as set forth in Sections 4(b) and
4(c) of this Agreement, the restrictions on the Shares will
expire with respect to a percentage of the Shares granted as
of the Vesting Dates set forth below:
PERCENTAGE OF SHARES ON
WHICH RESTRICTIONS EXPIRE VESTING DATE
[xx]% [#] Months from the Grant Date
[xx]% [#] Months from the Grant Date
[xx]% [#] Months from the Grant Date
[xx]% [#] Months from the Grant Date
(b) Accelerated Vesting Upon Certain Events. Notwithstanding the
regular vesting rule specified in Section 4(a) of this
Agreement, the restrictions on the Shares will expire with
respect to 100% of the Shares upon the earliest to occur of
the following Vesting Dates:
i. on the date that the Participant is deemed to have a
Disability; or
ii. on the date of the Participant's death prior to
his/her termination of employment with the Company.
(c) Termination. Notwithstanding anything in this Agreement to
the contrary, if the Company terminates the Participant's
employment, this Agreement shall be ter-
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minated and all Shares on which the restrictions have not
expired shall be forfeited, unless and to the extent that the
Committee determines that such forfeiture would violate
applicable law.
5. DELIVERY OF SHARES.
(a) Granted Shares. The Shares awarded under this Plan shall be
held in escrow with the Secretary of ARRIS Group, Inc. Such
Shares shall be subject to the restrictions described in
Section 3 of this Agreement until the Vesting Date for such
Shares. Such Shares, when issued in accordance with this
Agreement, shall be deemed to be fully paid and
nonassessable.
(b) Vested Shares. Within ten (10) business days after a Vesting
Date, the Shares vesting on such Vesting Date will be
released from our custody and delivered to the Participant's
address of record. Thereafter, the Participant shall enjoy
full shareholder and ownership rights with respect to such
Shares, subject to applicable securities laws.
6. OWNERSHIP RIGHTS. Until Shares have vested in accordance with Section
4 of this Agreement, the Participant shall not have the right to vote
or the right to receive any dividends with respect to such unvested
Shares. Participant hereby waives any and all rights to vote or to
receive dividends with respect to any unvested Shares. Upon the
vesting of the Shares under this Agreement, the Participant shall
exercise all ownership rights (including, without limitation, the
right to vote and the right to receive dividends) with respect to such
vested Shares, provided that voting and dividend rights with respect
to the Shares will be exercisable only if the record date for
determining shareholders entitled to vote, or to receive dividends,
falls on or after the Vesting Date and before the effective date of a
forfeiture of the Shares under Section 3 or Section 4 of this
Agreement.
7. DEFERRAL OF EXERCISE OR DELIVERY OF SHARES. Notwithstanding any
provision in this Agreement to the contrary, if any law or regulation
of any governmental authority having jurisdiction in the matter
requires the Company, the Committee or the Participant to take any
action or refrain from action in connection with the delivery of
Shares under this Agreement, or to delay such delivery, then the
delivery of such Shares shall be deferred until such action has been
taken or such restriction on action has been removed.
8. TERMINATION DATE. The Participant's date of termination of employment
from the Company shall be deemed for purposes of this Agreement to be
his/her last day of active work for the Company; provided, however,
that for all purposes of this Agreement, the Participant shall be
deemed actively at work during any period the Participant is on
approved paid medical leave or during the protected reemployment
period applicable to any Participant on military leave.
9. GENERAL PROVISIONS. By executing this Agreement, the Participant
acknowledges that he/she has read, understands and agrees with all of
the provisions in this Agreement and the Plan, including (but not
limited to) the following:
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(a) Authority of the Committee. In accordance with Section 2 of
the Plan, the Committee shall have the authority to
administer the Agreement and the Plan; to make all
determinations with respect to the construction and
application of this Agreement, the Plan, and the resolutions
of the Board of Directors establishing the Plan; to adopt and
revise rules relating to this Agreement and the Plan; to hire
the Agent with respect to its administrative responsibilities
under this Agreement and the Plan; and to make other
determinations which it believes are necessary or advisable
for the administration of this Agreement and the Plan. Any
dispute or disagreement which arises under this Agreement or
the Plan shall be resolved by the Committee in its absolute
discretion. Any such determination, interpretation,
resolution, or other action by the Committee shall be final,
binding and conclusive with respect to the Participant and
all other persons affected thereby.
(b) Notices. Any notice which is required or permitted under this
Agreement shall be in writing, and delivered personally or by
mail, postage prepaid, addressed as follows: (i) if to the
Company, at 3871 Lakefield Drive, Suwanee, GA 30024,
Attention: Bob Halbert, VP - Human Resources, or at such
other address as the Company by notice to the Participant may
have designated from time to time; (ii) if to the
Participant, at the address indicated in the Participant's
then-current personnel records, or at such other address as
the Participant by notice to the Company may have designated
from time to time. Such notice shall be deemed given upon
receipt.
(c) Responsibility for Taxes. The ultimate liability for any and
all Tax-Related Items is and remains the Participant's
responsibility and liability, and the Company and/or the
Participant's employer (a) make no representations or
undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the grant under this
Agreement, including the grant, vesting and the subsequent
sale of Shares acquired under the Plan; and (b) do not commit
to structure the terms of the grant or any aspect of the
Restricted Share grant to reduce or eliminate the
Participant's liability for Tax-Related Items.
Prior to the applicable Vesting Date, the Participant shall pay or
make adequate arrangements satisfactory to the Company to
satisfy all withholding obligations of the Company. The
Participant authorizes the Company to withhold all applicable
Tax-Related Items legally payable by the Participant from the
Participant's salary or other cash compensation paid to the
Participant by the Company. Alternatively, or in addition,
the Committee or its delegate, in its sole discretion and
pursuant to such procedures as it may specify from time to
time, and if permitted by local law, may permit the
Participant to satisfy such tax withholding obligation, in
whole or in part, by such other methods as the Committee may
deem appropriate.
(d) Nontransferability. This Agreement and the Shares granted to
the Participant shall be nontransferable and shall not be
sold, hypothecated or otherwise assigned or conveyed by the
Participant to any other person, except as specifically
permitted in this Agreement. No assignment or transfer of
this Agreement or the rights
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represented thereby, whether voluntary or involuntary, or by
operation of law or otherwise, shall vest in the assignee or
transferee any interest or right whatsoever, except as
specifically permitted in this Agreement. The Agreement shall
terminate, and be of no force or effect, immediately upon any
attempt to assign or transfer this Agreement or any of the
Shares granted under this Agreement.
(e) Designation of Beneficiary. Notwithstanding anything in
Section 9(d) of this Agreement to the contrary, the
Participant may designate a person or persons to receive, in
the event of his/her death, any rights to which he/she would
be entitled under this Agreement. Such a designation shall be
filed with the Company in accordance with uniform procedures
specified by the Committee. The Participant may change or
revoke a beneficiary designation at any time by filing a
written statement of such change or revocation with the
Company in accordance with uniform procedures specified by
the Committee. No beneficiary designation or change of
beneficiary designation will be effective until notice
thereof is received. If a Participant fails to designate a
beneficiary or if the beneficiary predeceases the
Participant, the Participant's estate shall be deemed to be
his/her beneficiary for purposes of this Agreement.
(f) No Shareholder Rights. Until Shares have vested in accordance
with the provisions of Section 4 of this Agreement, the
Participant shall have no rights as a shareholder of the
Company (including, without limitation, the right to vote or
the right to receive dividends with respect to such Shares),
and shall not be deemed to be a shareholder of the Company
for any purpose as a result of any grant of Shares to the
Participant.
(g) Nature of Grant. (i) the Plan is discretionary in nature;
(ii) the grant of the Shares under this Agreement is
voluntary and does not create any contractual or other right
to receive future grants under the Plan, or benefits in lieu
of grants even if such grants have been granted repeatedly in
the past; (iii) all decisions with respect to any such future
grants will be at the sole discretion of the Company; (iv)
the Participant's participation in the Plan shall not create
a right to further employment with the Participant's employer
and shall not interfere with the ability of the Participant's
employer to terminate the Participant's employment
relationship at any time with or without Cause; (v) the
Participant's participation in the Plan is voluntary; (vi)
the value of the Shares is an extraordinary item of
compensation which is outside the scope of the Participant's
employment contract, if any; (vii) the Shares are not part of
the Participant's normal or expected compensation or salary
for any purposes, including, but not limited to, calculating
any severance, resignation, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement
benefits or similar payments; (viii) the future value of the
Shares is unknown and cannot be predicted with certainty; and
(ix) no claim or entitlement to compensation or damages
arises from termination of the Shares or diminution in value
of the Common Stock and the Participant irrevocably releases
the Company from any such claim that may arise.
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(h) Corporate Restructuring/Capital Readjustments. Nothing in
this Agreement shall abridge the rights or powers of the
Company or its stockholders from taking any action affecting
the Common Stock, and appropriate adjustments to the number
of Shares granted in this Agreement shall be made to account
for any such actions as deemed appropriate by the Committee.
(i) Fractional Shares. Notwithstanding anything in this Agreement
to the contrary, in the event that any adjustment to the
number of Shares or any vesting calculation pursuant to this
Agreement would otherwise result in the creation of a
fractional share interest, the affected number or vested
portion shall be rounded up to the nearest whole share.
(j) Amendment or Termination. This Agreement may be amended or
terminated at any time by the mutual agreement and written
consent of the Participant and the Company, but only to the
extent permitted under the Plan.
(k) Governing Instrument. This Agreement is subject to all terms
and conditions of the Plan and shall at all times be
interpreted in a manner that is consistent with the intent,
purposes and specific language of the Plan.
(l) Severability. If any provision of this Agreement should be
held illegal or invalid for any reason by the Company or
court of applicable jurisdiction, such determination shall
not affect the other provisions of this Agreement, and it
shall be construed as if such provision had never been
included herein.
(m) Headings. Headings in this Agreement are for convenience only
and shall not be construed to be part of this Agreement.
(n) Governing Law. This Agreement shall be construed, and its
provisions enforced and administered, in accordance with the
laws of the State of Georgia and, where applicable, federal
law.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers under its corporate seal, and the
Participant has executed this Agreement, as of the day and year first above
written.
ARRIS GROUP, INC.
By:
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Its:
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"Participant"
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Signature
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Name
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Date
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