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RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph
1), by and between the Participant and CapRock Communications Corp. (the
"Company");
WITNESSETH THAT:
WHEREAS, the Company maintains the 1998 Equity Incentive Plan (the
"Plan"), which is incorporated into and forms a part of this Agreement, and the
Participant has been selected by the committee administering the Plan (the
"Committee") to receive a Restricted Stock Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:
1. Terms of Award. For following terms used in this Agreement shall have
the meanings set forth in this paragraph 1:
The "Participant" is James E. Skinner.
The "Grant Date" is August 14, 2000.
The "Restricted Period" is the period beginning on the Grant Date and
ending on August 14, 2003; provided, however, that all of the restrictions on
the Restricted Stock set forth herein shall lapse and such shares of Restricted
Stock shall fully vest in accordance with the following vesting schedule:
One-third, or 16,666, of the total shares of the Restricted Stock shall no
longer be restricted following the first anniversary of the Grant Date;
An additional one-third, or 16,667, of the total shares of Restricted Stock
shall no longer be restricted following the second anniversary of the Grant
Date;
An additional one-third, or 16,667, of the total shares of Restricted Stock
shall no longer be restricted following the third anniversary of the Grant
Date.
Notwithstanding the vesting schedule set forth above and so long as the
Date of Termination (as defined in paragraph 6) has not occurred, in the event
of a "Change of Control" as defined in the Plan, (except as provided below),
the vesting schedule above shall be accelerated such that the Restricted Stock
shall be deemed to be fully vested immediately prior to such event. For
purposes of this Agreement, "Change of Control" shall not include any "Change
of Control" that results from the Company's issuance of equity securities in
connection with an acquisition of assets.
Notwithstanding the vesting schedule set forth above and so long as the
Date of Termination has not occurred, in the event that the employment of the
Participant is terminated pursuant to Section 5.02 (Incapacity), 5.03 (Death),
or 5.05 (Without Cause) of that certain
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Employment Agreement between the Company and the Participant dated of even date
herewith, the vesting schedule above shall be accelerated such that the
Restricted Stock shall be deemed to be fully vested immediately prior to such
event.
The number of shares of "Restricted Stock" awarded under this Agreement
shall be 50,000 shares. Shares of "Restricted Stock" are shares of Stock granted
under this Agreement and are subject to the terms of this Agreement and the
Plan.
Other terms used in this Agreement are defined pursuant to paragraph 6 or
elsewhere in this Agreement.
2. Award. The Participant is hereby granted the number of shares of
Restricted Stock set forth in paragraph 1.
3. Dividends and Voting Rights. Restricted Stock shall constitute issued
and outstanding shares of Common Stock for all corporate purposes. The
Participant will have the right to vote such Restricted Stock, to receive and
retain all regular cash dividends and other cash equivalent distributions as the
Board may in its sole discretion designate, pay or distribute on such Restricted
Stock and to exercise all other rights, powers and privileges of a holder of
Common Stock with respect to such Restricted Stock, with the exceptions that (A)
the participant will not be entitled to delivery of the stock certificate or
certificates representing any shares of Restricted Stock until the Restricted
Period with respect to such shares of Restricted Stock shall have expired and
unless all other vesting requirements with respect thereto shall have been
fulfilled; (B) the Company will retain custody of the stock certificate or
certificates representing the Restricted Stock during the Restricted Period; (C)
other than regular cash dividends and other cash equivalent distributions as the
Board may in its sole discretion designate, pay or distribute, the Company will
retain custody of all distributions ("Retained Distributions") made or declared
with respect to the Restricted Stock (and such Retained Distributions will be
subject to the same restrictions, terms and conditions as are applicable to the
Restricted Stock) until such time, if ever, as the Restricted Stock with respect
to which such Retained Distributions shall have been made, paid or declared
shall have become vested and with respect to which the Restricted Period shall
have expired; and (D) a breach of any of the restrictions, terms or conditions
contained in the Plan or this Agreement or otherwise established by the
Committee with respect to any Restricted Stock or Retained Distributions will
cause a forfeiture of such Restricted Stock and any Retained Distributions with
respect thereto.
4. Deposit of Shares of Restricted Stock. The Restricted Stock will be
represented by a stock certificate or certificates registered in the name of the
Participant to whom such Restricted Stock shall have been awarded. During the
Restricted Period, certificates representing the Restricted Stock and nay
securities constituting Retained Distributions shall bear a legend to the effect
that ownership of the Restricted Stock (and such Retained Distributions), and
the enjoyment of all rights appurtenant thereto, are subject to the
restrictions, terms and conditions provided in the Plan and this Agreement. Such
certificates shall be deposited by the Participant with the Company, together
with sock powers or other instruments of assignment, each endorsed in blank,
which will permit transfer to the Company of all or any portion of the
Restricted Stock and any securities constituting Retained Distributions that
shall be forfeited or that shall not become vested in accordance with the Plan
and this Agreement.
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5. Transfer, Forfeiture and Withholding of Shares. Upon the expiration
of the Restricted Period with respect to the shares of Restricted Stock and the
satisfaction of any other applicable restrictions, terms and conditions, all of
such shares of Restricted Stock shall become vested and the restrictions shall
lapse in accordance with the terms of this Agreement and any Retained
Distributions with respect to such shares of Restricted Stock shall become
vested and the restrictions shall lapse to the extent that the shares of
Restricted Stock related thereto shall have become vested and the restrictions
shall lapse. Any such shares of Restricted Stock and Retained Distributions
that do not vest shall be forfeited to the Company and the Participants shall
not thereafter have any rights with respect to such shares of Restricted Stock
and Retained Distributions that shall have been so forfeited.
Shares of Restricted Stock may not be sold, assigned, transferred, pledged
or otherwise encumbered until the expiration of the Restricted Period or, if
earlier, until the Participant is vested in the shares. Except as otherwise
provided in paragraph 1, if the Participant's Date of Termination occurs prior
to the end of the Restricted Period, the Participant shall forfeit all shares
of the Restricted Stock and Retained Distributions which have not vested as of
the Participant's Date of Termination.
Participant may, at his sole discretion, satisfy any withholding tax
obligations due to the vesting of shares of Restricted Stock by requesting the
Company to withhold the requisite number of such shares.
6. Definitions. For purposes of this Agreement, the terms used in this
Agreement shall be subject to the following:
Date of Termination. The Participant's "Date of Termination" shall be the
first day occurring on or after the Grant Date on which the Participant is not
employed by or a consultant to the Company, regardless of the reason for the
termination of employment or consulting relationship.
Disability. "Disability" shall have the meaning set forth in Section 7(c)
of the Plan.
Plan Definitions. Except where the context clearly implies or indicates
the contrary, a word, term, or phrase used in the Plan is similarly used in
this Agreement.
7. Heirs and Successors. This Agreement shall be binding upon, and inure
to the benefit of, the Company and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If
any rights of the Participant or benefits distributable to the Participant
under this Agreement have not been exercised or distributed, respectively, at
the time of the Participants' death, such rights shall be exercisable by the
Designated Beneficiary, and such benefits shall be distributed to the
Designated Beneficiary, in accordance with the provisions of this Agreement and
the Plan. The "Designated Beneficiary" shall be the beneficiary or
beneficiaries designated by the Participant in a writing filed with the
Committee in such form and at such time as the Committee shall require. If a
deceased Participant fails to
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designate a beneficiary, or if the Designated Beneficiary does not survive the
Participant, any rights that would have been exercisable by the Participant and
any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant. If a
deceased Participant designates a beneficiary but the Designated Beneficiary
dies before the Designated Beneficiary's exercise of all rights under this
Agreement or before the complete distribution of benefits to the Designated
Beneficiary under this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be exercised by the legal
representative of the estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed to the legal
representative of the estate of the Designated Beneficiary.
8. Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all powers with respect to this Agreement as it has with
respect to the Plan. Any interpretation of the Agreement by the Committee and
any decision made by it with respect to this Agreement is final and binding.
9. Plan Governs. 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
Secretary of the Company.
10. Amendment. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.
IN WITNESS WHEREOF, the Participant has executed this Agreement, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.
PARTICIPANT
/s/ JAMES E. SKINNER
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James E. Skinner
CAPROCK COMMUNICATIONS CORP.
By: /s/ JERE THOMPSON, JR.
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Name: Jere Thompson, Jr.
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Its: Chief Executive Officer
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