TELECORP PCS, INC.
1998 RESTRICTED STOCK PLAN*
1. Purpose. The purpose of this Restricted Stock Plan (the "Plan") is 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, 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 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 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
awards of Grant Shares to a Participant in the form of Restricted Shares (as
defined in the following 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.
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* Amended May 20, 1999 by the Company's Board of Directors.
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6. Vesting.
(a) Grant Shares shall vest in accordance with the vesting schedule
set forth on Schedule A hereto.
(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 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.
7. Terms and Conditions of Grant Shares. Grant Shares awarded under 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 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,
except such minimum consideration as may be required by Delaware law.
(b) Number of Shares. Each Agreement shall specify the number of
Grant Shares to which it pertains.
(c) Redemption of Grant Shares. Each Agreement shall specify 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 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 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; Recapitalization.
The Board of Directors of the Company shall make appropriate 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.
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 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
Vesting Schedule
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%
2nd Anniversary of Commencement Date 15.0%
Year 3 Build Out + 60% Pops Coverage 10.0%
3rd Anniversary of Commencement Date 15.0%
4th Anniversary of Commencement Date 15.0%
5th Anniversary of Commencement Date 15.0%
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100.0%
EXECUTIVES HIRED AFTER 1/1/98 VESTING
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1st Anniversary of Employment Date 20.0%
3rd Anniversary of Employment Date 15.0%
4th Anniversary of Employment Date 15.0%
5th Anniversary of Employment Date 15.0%
6th 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%
\37995\021\20RSPSCP.02A
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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.
