Exhibit 10.28
TELECORP PCS, INC.
1998 RESTRICTED STOCK PLAN*
1. Purpose. The purpose of this Restricted Stock Plan (the "Plan") is
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to advance the interests of TeleCorp PCS, Inc. (the "Company") by providing an
opportunity to selected officers and employees of the Company and its
subsidiaries to acquire shares of securities in the Company under this Plan. By
encouraging such ownership, the Company seeks to attract, retain and motivate
officers and employees of superior training, experience and ability.
2. Administration. Except to the extent otherwise provided herein,
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this Plan shall be administered by the Compensation Committee of the Board of
Directors of the Company (the "Committee"). Subject to the provisions of this
Plan, the Committee shall have full power to construe and interpret the Plan and
to establish, amend and rescind rules and regulations for its administration.
3. Shares Subject to the Plan. The number of shares that may be
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awarded to officers and employees under this Plan (the "Grant Shares") shall not
exceed 7,085.22 shares of Series E Preferred Stock and 12,955.33 shares of Class
A Voting Common Stock (collectively, the "Shares"). Grant Shares shall be
granted pursuant to the rules set forth in Section 5, and shall be subject to
the vesting provisions of Section 6 of the Plan. Any Grant Shares which for any
reason are redeemed by the Company pursuant to the vesting provisions of Section
6 may again be awarded under the Plan to another Participant (as defined in
section 4) in this Plan. Grant Shares shall be Shares (a) issued by the Company
out of its authorized but unissued shares; or (b) acquired by the Company
through a redemption pursuant to the vesting provisions of Section 6 of the
Plan.
4. Eligible Employees. Grant shares may be awarded to such officers
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and employees of the Company or any of its subsidiaries as are selected by the
Committee (any such selected officer or employee, a "Participant").
5. Award of Grant Shares. The Committee may, from time to time, make
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awards of Grant Shares to a Participant in the form of Restricted Shares (as
defined in the following
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* Amended May 20, 1999 by the Company's Board of Directors.
paragraph), in its sole discretion. The Committee shall, in its sole discretion,
determine the number of Grant Shares to be awarded to a Participant.
Restricted Shares shall be transferred to Participants without other
payment therefor as additional compensation for their services to the Company
and its affiliates. Restricted Shares shall be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitation, restrictions on sale or other disposition.
6. Vesting.
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(a) Grant Shares shall vest in accordance with the vesting
schedule set forth on Schedule A hereto.
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(b) With respect to Restricted Shares, the Participant must
remain employed by the Company or one of its subsidiaries during each
of the vesting periods set forth on Schedule A hereto in order for
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such Grant Shares to become vested in him. If the Participant fails to
satisfy such requirements, the Company shall be entitled to redeem
unvested shares at a redemption price of $.01 per share and the
Participant shall transfer to the Company or one or more persons
designated by the Committee all unvested Grant Shares awarded to him
on such date and the Participant shall have no further rights with
respect to such unvested Grant Shares.
(c) Any Grant Shares not granted on or prior to July 17, 2003
shall be awarded to Messrs. Gerald T. Vento and Thomas H. Sullivan,
pro rata in accordance with their stockholdings in the Company
received pursuant to the terms of the Management Agreement by and
between the Company and TeleCorp Management Corp., as of the date of
such Management Agreement.
(d) If the Participant's employment with the Company or one of
its subsidiaries terminates prior to full vesting in any Grant Shares
awarded hereunder by reason of his retirement under a retirement plan
maintained by the Company or one of its subsidiaries, the Committee
may, in its discretion, specify that any Grant Shares awarded to the
Participant become vested at that time, at a future date or upon the
completion of such other conditions as the Committee, in its sole
discretion, may provide.
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7. Terms and Conditions of Grant Shares. Grant Shares awarded under
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this Plan shall be awarded pursuant to written agreements ("Agreements") in the
form attached as Exhibit A for Restricted Shares as such form may be changed
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from time to time by the Committee, each of which Agreement shall evidence among
its terms and conditions the following:
(a) Price. Grant Shares shall be awarded for no consideration,
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except such minimum consideration as may be required by Delaware law.
(b) Number of Shares. Each Agreement shall specify the number of
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Grant Shares to which it pertains.
(c) Redemption of Grant Shares. Each Agreement shall specify
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that all or a portion of the Grant Shares shall be subject to
redemption provisions specified in Section 6.
8. Nontransferability. Any Grant Shares which are subject to
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redemption under the Agreement shall be nontransferable by the Participant
except as the Agreement may otherwise provide.
9. Rights as Shareholder. Except as otherwise provided in this Plan
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or the Agreement, the Participant shall have all of the rights of a shareholder
of the Company with respect to the Grant Shares registered in his name,
including the right to vote such Grant Shares and receive the dividends and
other distributions paid or made with respect to such Grant Shares.
10. Share Dividends; Share Splits; Share Combinations;
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Recapitalization. The Board of Directors of the Company shall make appropriate
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adjustment in the maximum number of Shares subject to the Plan to give effect to
any share dividends, share splits, share combinations, recapitalizations and
other similar changes in the capital structure of the Company after the date of
award. The provisions contained in the Plan and in any Agreement shall apply
equally to any other capital shares of the Company, and any other securities,
which may be acquired by the Participant as a result of a share dividend, share
split, share combination, or exchange for other securities resulting from any
recapitalization, reorganization or any other transaction affecting the Grant
Shares.
11. Termination or Amendment of Plan.
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The Board of Directors may at any time terminate the Plan or make
such changes in or additions to the Plan as it deems advisable without
further action on the part of the shareholders of the Company,
provided:
(a) that no such termination or amendment shall adversely
affect or impair any then issued and outstanding Grant Shares
without the consent of the Participant holding such Grant Shares;
and
(b) Section 6 (c) may not be amended without the consent of
Messrs. Vento and Sullivan.
12. Construction of Pronouns. Masculine pronouns used herein shall
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refer to men or women or both and nouns and pronouns when stated in the singular
shall include the plural and when stated in the plural shall include the
singular, wherever appropriate.
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Schedule A
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Vesting Schedule
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TeleCorp Vesting Schedule
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Executives Hired Before 1/1/98 Vesting
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Commencement Date/1/ 20.0%
Year 1& 2 Build Out Complete/2/ 10.0%
2/nd/ Anniversary of Commencement Date 15.0%
Year 3 Build Out + 60% Pops Coverage 10.0%
3/rd/ Anniversary of Commencement Date 15.0%
4/th/ Anniversary of Commencement Date 15.0%
5/th/ Anniversary of Commencement Date 15.0%
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100.0%
Executives Hired After 1/1/98 Vesting
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1/st/ Anniversary of Employment Date 20.0%
3/rd/ Anniversary of Employment Date 15.0%
4/th/ Anniversary of Employment Date 15.0%
5/th/ Anniversary of Employment Date 15.0%
6/th/ Anniversary of Employment Date 15.0%
Year 1 & 2 Build Out Complete 10.0%
Year 3 Build Out + 60% Pops Coverage 10.0%
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100.00%
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/1/ Commencement Date means the Closing Date as that term is defined in that
certain Securities Purchase Agreement, dated January 23, 1998, as amended, by
and among the Company, AT&T Wireless PCS, Inc., TWR Cellular, Inc. and certain
Cash Equity Investors, TeleCorp Investors and Management Stockholders identified
therein (the "Securities Purchase Agreement").
/2/ The Build Out Schedule is attached hereto.
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