180 Connect Inc.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BscUtLm32uSp/L72kSgtl934NByoM4PvjEZmHQulxx6QZR6s/XtHx5sVUEXRc7G8 TvKnXd5cn8w+IyiYLeu/PQ== 0000950144-07-008481.txt : 20070910 0000950144-07-008481.hdr.sgml : 20070910 20070910165649 ACCESSION NUMBER: 0000950144-07-008481 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070905 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070910 DATE AS OF CHANGE: 20070910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 180 Connect Inc. CENTRAL INDEX KEY: 0001323639 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202650200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33670 FILM NUMBER: 071109212 BUSINESS ADDRESS: STREET 1: 18 W. 18TH STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 914-806-2307 MAIL ADDRESS: STREET 1: 18 W. 18TH STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: Ad.Venture Partners, Inc. DATE OF NAME CHANGE: 20050413 8-K 1 g09357e8vk.htm 180 CONNECT INC. 180 Connect Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2007

180 CONNECT INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)


000-51456 (Commission File No.)		20-2650200 (IRS Employer Identification No.)

6501 E. Belleview Avenue
Englewood, Colorado 80111
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (303) 395-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On September 5, 2007, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of 180 Connect Inc. (the “Company”) adopted a form of Stock Option Agreement (the “SO Agreement”) and form of Restricted Stock Units Agreement (the “RSU Agreement”) for use under the Company’s 2007 Long-Term Incentive Plan (the “Plan”).

The material terms of the Plan are set forth on the Company’s Registration Statement on Form S-4 (No. 333-142319), originally filed with the United States Securities and Exchange Commission on April 24, 2007, as amended (as so amended, the “Registration Statement”), in the section entitled “The Long-Term Incentive Plan Proposal,” pages 134-139, which is incorporated herein by reference.

The SO Agreement and the RSU Agreement incorporate the terms of the Plan and contain certain additional provisions.

The terms of the SO Agreement provide that:

(i) In the event of the employee’s Termination of Employment (as defined below) due to death or Disability (as defined below), unvested stock options will not be forfeited, but will become immediately vested and exercisable in full and will remain outstanding and exercisable until the first anniversary of the date of Termination of Employment due to death or Disability (but in no event after the stated expiration date), at which date the stock options will cease to be exercisable and will terminate.

(ii) In the event of the Retirement (as defined below) of the employee, unvested stock options will not be forfeited, but will become immediately vested and exercisable in full and will remain outstanding and exercisable until the stated expiration date, at which date the stock options will cease to be exercisable and will terminate.

(iii) In the event of the employee’s Termination of Employment by the Company or the employee voluntarily (other than a Retirement), all unvested stock options will be immediately forfeited. In the case of Termination of Employment by the Company not for Cause (as defined below) or employee’s voluntary termination all vested stock options will cease to be exercisable and will terminate on the date 90 days after Termination of Employment (but in no event after the stated expiration date of the stock options). In the case of Termination of Employment by the Company for Cause, all vested stock options also will cease to be exercisable and will terminate immediately.

(iv) In the event of employee’s death following a Termination of Employment, the stock options shall remain outstanding in accordance with the provisions of the SO Agreement applicable to the Termination of Employment. Any stock options following the employee’s death may be exercised by the employee’s legal representative, distributee, legatee or designated beneficiary, as the case may be.

The terms of the SO agreement also provide that if the employee engages in any activity inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (b) violating any Company policies, (c) soliciting any present or future employees or customers of the

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Company to terminate such employment or business relationship(s) with the Company, (d) disclosing or misusing any confidential information regarding the Company, or (e) participating in any activity not approved by the Board of Directors of the Company which could reasonably be foreseen as contributing to or resulting in a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “Wrongful Conduct”), then (i) any awards, to the extent not fully vested, shall terminate automatically on the date on which the employee fist engaged in such wrongful conduct, and (ii) if the misconduct occurred within six months of a vesting date, the employee shall pay to the Company in cash any financial gains realized upon the exercise of the stock options.

The terms of the RSU Agreement provide that:

(i) In the event of employee’s Termination of Employment due to death or Disability, unvested restricted stock units will not be forfeited, but will become immediately vested and non-forfeitable, and such restricted stock units, together with any then-outstanding restricted stock units that previously became vested, will be settled within 60 days thereafter if not previously settled.

(ii) In the event of Retirement of the employee, unvested restricted stock units will not be forfeited, but will remain outstanding until the applicable vesting date(s), at which date(s) the restricted stock units will be settled at or within 15 days after the earliest of the original settlement date, the occurrence of death or Disability, or in accordance with paragraph (iv) below.

(iii) In the event of the employee’s Termination of Employment by the Company or the employee voluntarily (other than a Retirement), all unvested restricted stock units will be immediately forfeited unless otherwise determined by the Committee in the case of a Termination of Employment by the Company not for Cause. The vested outstanding restricted stock units not previously settled, will be settled within 15 days after the earliest of the original settlement date, the occurrence of death or Disability, or in accordance with paragraph (iv) below.

(iv) Upon a Change of Control of the Company, all unvested restricted stock units will become immediately vested unless otherwise determined by the Company. Restricted stock units vested, but not previously settled, will be settled immediately upon a Change of Control, except that, in the case of any restricted stock unit that constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code, if the Change of Control does not constitute a change of control within the meaning of Treas. Reg. § 1.409A-3(i)(5), then such restricted stock units will be settled at the earliest date thereafter at which the restricted stock units otherwise would have been settled.

The terms of the RSU Agreement also provide that dividend equivalents payable on restricted stock units will be accrued (in cash, without interest) at the time that dividends are otherwise paid to owners of the Company common stock.

The terms of the RSU Agreement further provide that if the employee engages in any Wrongful Conduct, then (i) any awards, to the extent they remain restricted, shall terminate automatically on the date on which the employee first engaged in such Wrongful Conduct, (ii) if the misconduct occurred within six months of a vesting date, the employee shall pay to the Company in cash any financial gain realized from the vesting of the restricted stock units, and (iii) if the misconduct occurred after the restricted stock units were deferred and prior to the deferred payment date, the employee shall forfeit the deferred restricted stock units and any awards shall terminate automatically on the date on which the employee first engaged in such Wrongful Conduct.

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As used in both the SO Agreement and the RSU Agreement:

(i) The term “Cause” means (A) employee’s conviction of any criminal violation involving dishonesty, fraud or breach of trust or (B) employee’s willful engagement in gross misconduct in the performance of employee’s duties that materially injures the Company.

(ii) The term “Disability” means a disability as defined under Treas. Reg. § 1.409A-3(i)(4), as determined by the Company based upon written evidence of such disability from a medical doctor in a form satisfactory to the Company.

(iii) The term “Retirement” means Termination of Employment by either the Company or employee either (A) at or after the employee has attained age 62 or (B) at or after the employee has attained age 60 with at least ten years of service to the Company, provided that a Termination by the Company for Cause shall not be deemed a Retirement. For this purpose, any period of service by employee to a predecessor of the Company or to a company that has been acquired by the Company shall be counted toward years of service with the Company.

(iv) The term “Termination of Employment” means the event by which employee ceases to be employed by the Company or any subsidiary of the Company and, immediately thereafter, is not employed by or providing substantial services to any of the Company or a subsidiary of the Company. If employee is granted a leave of absence for military or governmental service or other purposes approved by the Board, he or she shall be considered as continuing in the employ of the Company, or of a subsidiary of the Company, for the purpose of this subsection, while on such authorized leave of absence.

The Company intends to use the form of SO Agreement and RSU Agreement in connection with future awards of stock options and restricted stock units to its officers, directors and employees.

The foregoing descriptions of the SO Agreement, the RSU Agreement and the Plan do not purport to be complete and are qualified by reference in their entireties to the full texts of such documents, copies of which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and incorporated herein by reference.

On September 5, 2007, the Committee awarded stock options and restricted stock units under the Plan to certain executive officers and directors of the Company each pursuant to an SO Agreement and RSU Agreement. Awards to the executive officers and directors were as follows:


Name	Position	Stock Options		Restricted Stock Units
Peter Giacalone	Chief Executive Officer and Director		185,000		185,000
M. Brian McCarthy	Executive Chairman of the Board		170,000		170,000
Steven Westberg	Chief Financial Officer		60,000		40,000
Mark Burel	Chief Operating Officer		60,000		40,000

The restricted stock units and stock options granted to Peter Giacalone and M. Brian McCarthy vest in four equal installments on March 1, 2008, September 5, 2008, September 5, 2009 and September 5, 2010. The restricted stock units and stock options granted to Steven Westberg and Mark Burel vest in four equal annual installments beginning on September 5, 2008. The stock options have an exercise price of $3.25 per share, the closing price of 180 Connect Inc. on the date of grant.

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Item 9.01. Financial Statements and Exhibits.


99.1		Form of Stock Option Agreement

99.2		Form of Restricted Stock Units Agreement

99.3		2007 Long-Term Incentive Plan

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	180 CONNECT INC.
Dated: September 10, 2007	By:	Peter Giacalone
		Peter Giacalone
		Chief Executive Officer

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INDEX TO EXHIBITS


Exhibit Number		Description
99.1		Form of Stock Option Agreement
99.2		Form of Restricted Stock Units Agreement
99.3		2007 Long-Term Incentive Plan

EX-99.1 2 g09357exv99w1.htm EX-99.1 STOCK OPTION AGREEMENT EX-99.1 Stock Option Agreement

Exhibit 99.1

180 Connect, Inc.

2007 Long-Term Incentive Plan
(the “Plan”)

Stock Option Agreement

This Stock Option Agreement (the “Agreement”) confirms the grant on ______ ___, 200_ (the “Grant Date”) by 180 CONNECT, INC., a Delaware corporation (the “Company”), to «First_Name» «Last_Name» (“Employee”), for the purposes set forth in Section 1 of the Plan, of options to purchase shares of the Company’s Common Stock (“Stock Options”), par value $0.0001 per share (the “Shares”), at the exercise price specified below pursuant to Section 7 of the Plan, as follows:


Shares covered by Stock Options:		«Final_Approved_Grant» Shares

Exercise Price :		$ **** per Share, being the fair market value thereof on the Grant Date


Stock Options vest and become exercisable:		Vesting Date		Percentage


Expiration Date:		The [xx] anniversary of the Grant Date (at the close of business) (the “Stated Expiration Date”) or, in the event Employee’s employment by the Company or its subsidiaries earlier terminates, then at the date the options expire or cease to be exercisable as provided under Section 5 hereof

Other Exercise Conditions		Stock Options may only be exercised at a date that the fair market value of a Share exceeds the Base Price, and only if the Stock Options are otherwise exercisable at such date.

The Stock Options are subject to the terms and conditions of the Plan and this Agreement, including the Terms and Conditions of Stock Options attached hereto. The number and kind of Shares purchasable and the Exercise Price are subject to adjustment in accordance with Section 15 of the Plan.

Employee acknowledges and agrees that (i) the Stock Options are nontransferable, except as provided in Section 4 hereof and Section 17 of the Plan, (ii) the Stock Options and certain amounts of gain realized upon exercise of the Stock Options, are subject to forfeiture in the event Employee fails to meet applicable requirements relating to non-competition, confidentiality, non-solicitation of customers, suppliers, business associates, employees and service providers, non-disparagement and cooperation in litigation with respect to the Company and its subsidiaries and affiliates, and in the event of financial reporting misconduct in specified circumstances, as set forth in Section 7 hereof and Section 22 of the Plan, (iii) the Stock Options are subject to forfeiture in the event of Employee’s Termination of Employment in certain circumstances, as provided in Section 5 hereof, (iv) sales of Shares will be subject to the Company’s policies regulating securities trading by employees and the securities laws of the United States and (v) a copy of the Plan has previously been delivered to Employee or is available as specified in Section 1 below.

IN WITNESS WHEREOF, 180 CONNECT, INC. has caused this Agreement to be executed by its officer thereunto duly authorized, and Employee has duly executed this Agreement, both parties intending to be legally bound hereby.



Employee	180 CONNECT, INC.

	By:

«First_Name» «Last_Name»		[Name]
		[Title]

TERMS AND CONDITIONS OF STOCK-OPTIONS

The following Terms and Conditions apply to the Stock Options granted to Employee by 180 CONNECT, INC. (the “Company”), as specified on the preceding page. Certain terms of the Stock Options, including the number of Shares purchasable, vesting and expiration dates, and the Exercise Price, are set forth on the preceding page.

1. General. This award is comprised on non-qualified stock options. This award is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code. The Stock Options are granted to Employee under the Company’s 2007 Long-Term Incentive Plan (the “Plan”), a copy of which is available for review, along with other documents relating to the Plan, on the Company’s intranet site. All of the terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan shall govern. By accepting the grant of the Stock Options, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Company’s Compensation Committee (the “Committee”) made from time to time, provided that no such Plan amendment, rule or regulation or Committee decision or determination shall materially and adversely affect the rights of the Employee with respect to the Stock Options without Employee’s consent.

2. Right to Exercise Stock Options. Subject to all applicable laws, rules, regulations and the terms of the Plan and this Agreement, Employee may exercise the Stock Options if and to the extent they have become vested and exercisable but not after the Stated Expiration Date of the Stock Options or after any earlier applicable date upon which the Stock Options have terminated.

3. Method of Exercise.

(a) To exercise the Stock Options, unless otherwise permitted by the Company, Employee must give written notice to the Company or its agent, which notice shall specifically refer to this Agreement, state the number of Shares as to which the Stock Options are being exercised, the name in which he or she wishes the Shares to be issued, and be signed by Employee. Once Employee gives a valid notice of exercise, such notice may not be revoked. When Employee exercises the Stock Options, or part thereof, the Company will transfer Shares by certificate issued to Employee, or by delivery of Shares to Employee’s brokerage account at a designated securities brokerage firm or otherwise deliver Shares to Employee. No Employee or beneficiary shall have at any time any rights with respect to Shares covered by this Agreement prior to issuance of certificates (or certificate-less credit) therefor following exercise of the Stock Options as provided above. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of issue of such stock certificates (or credit). If any fractional Share would be deliverable upon exercise, after taking into account withholding for mandatory taxes in accordance with Section 9(a), the Company will pay cash in lieu of delivery of such fractional Share or will use such cash to apply towards withholding for taxes.

(b) Payment of Exercise Price may be made in one of the following forms:

(i) in cash;

(ii) by surrendering previously acquired Shares having a fair market value at the time of exercise equal to the Exercise Price;

(iii) by certifying ownership of Shares having a fair market value at the time of exercise equal to the Exercise Price in exchange for a reduction in the number of Shares issuable upon exercise of the award; or

(iv) to the extent permitted by law, by delivery of irrevocable instructions to a broker to (A) promptly deliver to the Company the amount of sale proceeds from Shares under the Stock Option or loan proceeds to pay the Exercise price and any withholding taxes due to the Company and (B)) deliver to Employee the balance of the Stock Option proceeds in the form of cash or Shares.

4. Nontransferability. Except to the extent permitted under and subject to the conditions of Section 17 of the Plan, the Stock Options may not be assigned or transferred in any way by the Employee, except at Employee’s death, by his or her will or pursuant to the applicable laws of descent and distribution or to his or her designated beneficiary, and in the event of his or her death the Stock Options shall be exercisable as provided in Section 5 hereof. If Employee shall attempt to make such prohibited assignment or transfer, the unexercised portion of the Stock Options shall be null and void and the Company shall have no further liability hereunder.

5. Termination Provisions. Except as provided in this Section 5, Employee shall have the right to exercise vested Stock Options only for so long as he or she remains in the employ of the Company or a subsidiary of the Company, including a subsidiary which becomes such after the date of this Agreement. The following provisions will govern the vesting, exercisability and expiration of the Stock Options in the event of Employee’s Termination of Employment (as defined below); provided that the Committee retains its powers to accelerate vesting or modify these terms subject to the consent of Employee in the case of a modification materially adverse to Employee:

(a) Death or Disability. In the event of Employee’s Termination of Employment due to death or Disability (as defined below), the following rules will apply:

	•		Unvested Stock Options will not be forfeited, but will become immediately vested and exercisable in full.

	•		Unless otherwise forfeited, the Stock Options will remain outstanding and exercisable until the first anniversary of the date of Termination of Employment due to death or Disability (but in no event after the Stated Expiration Date), at which date the Stock Options will cease to be exercisable and will terminate, except as otherwise provided herein.

(b) Retirement. In the event of Termination of Employment by Employee due to Retirement, the following rules apply:

	•		Unvested Stock Options will not be forfeited, but will become immediately vested and exercisable in full.

	•		Unless otherwise forfeited, the Stock Options will remain outstanding and exercisable until the Stated Expiration Date, at which date the Stock Options will cease to be exercisable and will terminate, except as otherwise provided herein.

(c) Termination by the Company or Termination Voluntarily by the Employee. In the event of Employee’s Termination of Employment due to Termination of Employment by the Company or by Employee voluntarily (other than a Retirement), the following rules will apply:

	•		All unvested Stock Options will be immediately forfeited

	•		In the case of Termination of Employment by the Company not for Cause (as defined below) or Employees voluntary termination all vested Stock Options will cease to be exercisable and will terminate on the date 90 days after Termination of Employment (but in no event after the Stated Expiration Date).

	•		In the case of Termination of Employment by the Company for Cause, all vested Stock Options also will cease to be exercisable and will terminate immediately.

(d) Death Following Termination; Exercise Following Death. In the event of Employee’s death following a Termination of Employment, the Stock Options shall remain outstanding in accordance with the provisions of this Section 5 applicable to the Termination of Employment. Any Stock Options exercisable under Section 5(a) or this Section 5(d) following

Employee’s death may be exercised by Employee’s legal representative, distributee, legatee or designated beneficiary, as the case may be.

(e) Certain Definitions. The following definitions apply for purposes of this Agreement:

(i) “Cause” means, (A) Employee’s conviction of any criminal violation involving dishonesty, fraud or breach of trust or (B) Employee’s willful engagement in gross misconduct in the performance of Employee’s duties that materially injures the Company.

(ii) “Disability” means a disability as defined under Treas. Reg. § 1.409A-3(i)(4), as determined by the Company based upon written evidence of such disability from a medical doctor in a form satisfactory to the Company.

(iii) “Retirement” means Termination of Employment by either the Company or Employee either (A) at or after Employee has attained age 62 or (B) at or after Employee has attained age 60 with at least ten years of service to the Company, provided that a Termination by the Company for Cause shall not be deemed a Retirement. For this purpose, any period of service by Employee to a predecessor of the Company or to a company that has been acquired by the Company shall be counted toward years of service with the Company.

(iv) “Termination of Employment” means the event by which Employee ceases to be employed by the Company or any subsidiary of the Company and, immediately thereafter, is not employed by or providing substantial services to any of the Company or a subsidiary of the Company. If Employee is granted a leave of absence for military or governmental service or other purposes approved by the Board, he or she shall be considered as continuing in the employ of the Company, or of a subsidiary of the Company, for the purpose of this subsection, while on such authorized leave of absence.

6. Change in Control Provisions. The provisions of Section 14 of the Plan shall apply to the Stock Options. Accordingly, in the event of a Change in Control (as defined in Section 9 of the Plan), the Stock Options, if not previously forfeited, will be fully vested and exercisable.

7. Leave of Absence/Temporary Layoff. If Employee takes an approved leave of absence from the Company or a subsidiary, and which does not constitute a termination of employment as determined by the Company, during such leave (i) Employee’s Stock Options will continue to vest in accordance with the vesting schedule set forth above and (ii) Employee may exercise Stock Options that are vested or become vested. If Employee’s employment is terminated during the leave, the treatment of his or her Stock Options will be determined as described in Section 5 above.

8. Forfeiture Provisions. Notwithstanding anything contained in this Agreement to the contrary, if Employee engages in any activity inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (b) violating any Company policies, (c) soliciting any present or future employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (d) disclosing or misusing any confidential information regarding the Company, or (e) participating in any activity not approved by the Board of Directors of the Company which could reasonably be foreseen as contributing to or resulting in a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), then (i) this Award, to the extent it not fully vested, shall terminate automatically on the date on which Employee first engaged in such wrongful conduct, and (ii) if the misconduct occurred within six months of a Vesting Date, Employee shall pay to the Company in cash any financial gains realized upon the exercise of the Stock Options. For purposes of this section, financial gain shall equal, the difference between the fair market value of the common stock on the date of exercise and the Exercise Price, multiplied by the number of Shares purchased pursuant to that exercise (without reduction for Shares surrendered or attested to) reduced by

any taxes paid in countries other than the United States to acquire and/or exercise and which are not otherwise eligible for refund from the taxing authorities. By accepting this Stock Option, Employee consents to and authorizes the Company to deduct from any amounts payable by the Company to Employee, any amounts Employee owes to the Company under this section. This right of set-off is in addition to any other remedies the Company may have against Employee for breach of this Agreement.

9. Employee Representations and Warranties, Consents and Acknowledgements.

(a) General. As a condition to the exercise of the Stock Options, the Company may require Employee to make any representation or warranty to the Company as may be required under any applicable law or regulation, and to make a representation and warranty that no Forfeiture Event has occurred or is contemplated within the meaning of Section 7 hereof.

(b) Consent Relating to Personal Data. By signing this Agreement, Employee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section 9(b). Employee is not obliged to consent to such collection, use, processing and transfer of personal data. The Company and its subsidiaries hold, for the purpose of managing and administering the Plan, certain personal information about Employee, including Employee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Stock Options and other equity awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Employee’s favor (“Data”). The Company and/or its subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Employee’s participation in the Plan and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Employee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Employee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Employee’s behalf to a broker or other third party with whom Employee may elect to deposit any Shares acquired pursuant to the Plan. Employee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company.

(c) Stock Options Represent Extraordinary Compensation Item. Employee’s participation in the Plan is voluntary. The value of the Stock Options is an extraordinary item of compensation. As such, the Stock Options are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Rather, the awarding of the Stock Options to Employee under the Plan represents a mere investment opportunity.

SPECIFIED IN SECTION 10(d) HEREOF. EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE TERMINATION OF EMPLOYEE’S PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS SPECIFIED IN SECTION 10(d) HEREOF. IF EMPLOYEE WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC DELIVERY, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. EMPLOYEE ACKNOWLEDGES THAT HE OR SHE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.

10. Miscellaneous.

(a) Mandatory Tax Withholding. Unless otherwise determined by the Committee, at the time of exercise the Company will withhold from any Shares deliverable upon exercise, in accordance with Section 18 of the Plan, the number of Shares having a value approximately equal to the amount of income taxes, employment taxes or other withholding amounts required to be withheld under applicable local laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. The number of Shares withheld will be subject to rounding up or down to the nearest whole Share, with a view to ensuring that such Share withholding does not result in recognition of any additional accounting expense by the Company. Employee will be responsible for any taxes relating to the Stock Options and the exercise thereof not satisfied by means of such mandatory withholding.

(b) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the Stock Options, and supersedes any prior agreements or documents with respect to the Stock Options. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company.

(c) No Promise of Employment. The Stock Options and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an employee of the Company for any period of time, or at any particular rate of compensation. Employee acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time, provided, however that any outstanding Stock Options shall not be materially and adversely affected. The grant of Stock Options under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Stock Options or benefits in lieu of Stock Options in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of Stock Options, vesting provisions and the exercise or base price.

(d) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal place of business, attention: General Counsel, and any notice to the Employee shall be addressed to the Employee at Employee’s address as then appearing in the records of the Company.

(e) Substitute Stock Appreciation Right. The Company reserves the right to substitute a Stock Appreciation Right for your Stock Option in the event certain changes are made in the accounting treatment of stock options. Any substitute Stock Appreciation Right shall be applicable to the same number of Shares as your Stock Option and shall have the same

Expiration Date, Exercise Price, and other terms and conditions. Any substitute Stock Appreciation Right may be settled only in common stock.

(f) Interpretations. Any dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction, or application of the Plan or this Agreement will be determined and resolved by the Committee or its delegate. Such determination or resolution by the Committee or its delegate will be final, binding and conclusive for all purposes.

(g) Severability. Whenever feasible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

EX-99.2 3 g09357exv99w2.htm EX-99.2 RESTRICTED STOCK UNITS AGREEMENT EX-99.2 Restricted Stock Units Agreement

Exhibit 99.2

180 Connect, Inc.

2007 Long-Term Incentive Plan
(the “Plan”)

Restricted Stock Units Agreement

This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on ______ ___, 200___ (the “Grant Date”) by 180 CONNECT, INC., a Delaware corporation (the “Company”), to «First_Name» «Last_Name» (“Employee”), for the purposes set forth in Section 1 of the Plan, of Restricted Stock Units (the “RSUs”), as follows:


Number granted:	«Final_Approved_Grant» RSUs

RSUs vest:
	Vesting Date	Percentage


Settlement:		RSUs granted hereunder will be settled by delivery of one share of the Company’s Common Stock, par value $0.0001 per share (a “Share”), for each RSU being settled. Such settlement shall occur at or within 15 days after the Stated Vesting Date of each RSU as specified above, except settlement shall be deferred in certain cases if so elected by Employee in accordance with rules established by the Company and settlement may occur prior to the Stated Vesting Date as specified in Section 4 hereof:

The RSUs are subject to the terms and conditions of the Plan and this Agreement, including the Terms and Conditions of Restricted Stock Units attached hereto. The number of RSUs and the kind of Shares deliverable in settlement of RSUs are subject to adjustment in accordance with Section 5 hereof and Section 15 of the Plan.

Employee acknowledges and agrees that (i) the RSUs are nontransferable, except as provided in Section 3 hereof and Section 17 of the Plan, (ii) the RSUs, and certain amounts of gain realized upon settlement of the RSUs, are subject to forfeiture in the event Employee fails to meet applicable requirements relating to non-competition, confidentiality, non-solicitation of customers, suppliers, business associates, employees and service providers, non-disparagement and cooperation in litigation with respect to the Company and its subsidiaries and affiliates, and in the event of financial reporting misconduct in specified circumstances, as set forth in Section 7 hereof and Section 22 of the Plan, (iii) the RSUs are subject to forfeiture in the event of Employee’s termination of employment in certain circumstances, as provided in Section 4 hereof, (iv) sales of Shares delivered in settlement of the RSUs will be subject to the Company’s policies regulating securities trading by employees and the securities laws of the United States and (v) a copy of the Plan has previously been delivered to Employee or is available as specified in Section 1 below.



Employee	180 CONNECT, INC.

	By:

«First_Name» «Last_Name»		[Name]
		[Title]

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

The following Terms and Conditions apply to the RSUs granted to Employee by 180 CONNECT, INC. (the “Company”), as specified on the preceding page. Certain terms of the RSUs, including the number of RSUs granted, vesting date(s) and settlement date, are set forth on the preceding pages.

1. General. The RSUs are granted to Employee under the Company’s 2007 Long-Term Incentive Plan (the “Plan”), a copy of which is available for review, along with other documents relating to the Plan, on the Company’s intranet site. All of the terms, conditions and other provisions of the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions of the Plan, the provisions of the Plan will govern. By accepting the grant of the RSUs, Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules and regulations under the Plan adopted from time to time, and the decisions and determinations of the Company’s Compensation Committee (the “Committee”) made from time to time, provided that no such Plan amendment, rule or regulation or Committee decision or determination shall materially and adversely affect the rights of the Employee with respect to outstanding RSUs without Employee’s consent.

2. Account for Employee. The Company shall maintain a bookkeeping account for Employee (the “Account”) reflecting the number of RSUs then credited to Employee hereunder as a result of such grant of RSUs.

3. Nontransferability. Until RSUs become settleable in accordance with the terms of this Agreement, Employee may not transfer RSUs or any rights hereunder to any third party other than by will or the applicable laws of descent and distribution, except for transfers to a beneficiary or otherwise if and to the extent permitted under Section 17 of the Plan and subject to the conditions specified in Section 17 of the Plan and otherwise specified by the Company.

4. Termination Provisions; Change in Control. The following provisions will govern the vesting and forfeiture of the RSUs in the event of Employee’s Termination of Employment (as defined below); provided that the Committee retains its powers to accelerate vesting or modify these terms subject to the consent of Employee in the case of a modification materially adverse to Employee:

(a) Death or Disability. In the event of Employee’s Termination of Employment due to death or Disability (as defined below) all of the RSUs, to the extent then outstanding but not previously vested, will vest and become non-forfeitable immediately, and such RSUs, together with any then-outstanding RSUs that previously became vested and non-forfeitable, will be settled within 60 days thereafter if not previously settled.

(b) Retirement. In the event of Employee’s Termination of Employment due to Retirement (as defined below), the RSUs, to the extent outstanding but not previously vested or otherwise forfeited, will continue to be outstanding and will be not be forfeited solely as a result of such Retirement. Until such RSUs become vested, they will remain subject to forfeiture if there occurs a Forfeiture Event as defined in Section 7 hereof. Such RSUs will be settled at or within 15 days after the earliest of the original settlement date as provide herein, the occurrence of death or Disability, or as provided under Section 4(d).

(c) Termination by the Company or Termination Voluntarily by Employee. In the event of Employee’s Termination of Employment by the Company or by Employee voluntarily (other than a Retirement), the outstanding RSUs not vested at the date of termination will be forfeited (unless otherwise determined by the Committee in the case of a Termination by the Company not for Cause), and the portion of the then-outstanding RSUs that is vested and non-forfeitable at the date of Termination of Employment and not previously settled will be settled within 15 days after the earliest of the original settlement date as provided herein, the occurrence of death or Disability, or as provided under Section 4(d).

(d) Change in Control. Upon a Change in Control, unless otherwise determined by the Company, all unvested RSUs will vest as of the closing date of the transaction. RSUs that are vested but not previously settled will be settled immediately upon the occurrence of the Change in Control, except that, in the case of any RSU that constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code, if the Change in Control does not constitute a change in control of the Company within the meaning of Treas. Reg. § 1.409A-3(i)(5), then such RSUs will be settled at the earliest date thereafter at which the RSUs otherwise would have been settled hereunder.

(e) Certain Definitions. The following definitions apply for purposes of this Agreement:

5. Dividends Equivalents and Adjustments.

(a) Dividend Equivalents. Dividend Equivalents payable on RSUs will be accrued (in cash, without interest) at the time that dividends are otherwise paid to owners of the Company common stock.

(b) Adjustments. The number of RSUs credited to Employee’s Account and/or the property deliverable upon settlement of RSUs shall be appropriately adjusted (taking into account any Dividend Equivalents credited under Section 5(a)) in order to prevent dilution or enlargement of Employee’s rights with respect to RSUs in connection with, or to reflect any changes in the number and kind of outstanding Shares resulting from, any corporate transaction or event referred

to in Section 15 of the Plan.

(c) Risk of Forfeiture and Settlement of RSUs Resulting from Adjustments. RSUs (and other property deliverable in settlement of RSUs) which directly or indirectly result from the crediting of Dividend Equivalents under Section 5(a) or adjustments to RSUs under Section 5(b) shall be subject to the same risk of forfeiture as applies to the original granted RSU and will be settled at the same time as such original granted RSU.

6. Deferral of Settlement. Settlement of any RSU will be deferred in certain cases if and to the extent so elected by Employee in accordance with rules established from time to time by the Committee. At any time that RSUs are treated as deferred compensation subject to Code Section 409A, settlement may not be accelerated in the discretion of the Company (except to the extent permitted under Treas. Reg. § 1.409A-3). Other provisions of this Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations (and other applicable guidance) as presently in effect or hereafter implemented, (i) if the timing of any distribution in settlement of RSUs would result in Employee’s constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt; and (ii) any rights of Employee or retained authority of the Company with respect to RSUs hereunder shall be automatically modified and limited to the extent necessary so that Employee will not be deemed to be in constructive receipt of income relating to the RSUs prior to the distribution and so that Employee shall not be subject to any penalty under Section 409A. Any elective deferral will be subject to such additional terms and conditions as the Committee may impose. Please note that, even if Employee elects to defer settlement or if Employee qualifies for Retirement, the Company is required to withhold from Employee Medicare taxes at the applicable minimum statutory rate at such time as the RSUs are no longer subject to a risk of forfeiture upon voluntary termination. Such withholding will be based upon the aggregate Fair Market Value of the Shares underlying the deferred RSUs at the applicable date and will be deducted from Employee’s salary in most cases in the payroll period that immediately follows the applicable tax date.

7. Forfeiture Provisions. Notwithstanding anything contained in this Agreement to the contrary, if Employee engages in any activity inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company, (b) violating any Company policies, (c) soliciting any present or future employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (d) disclosing or misusing any confidential information regarding the Company, or (e) participating in any activity not approved by the Board of Directors of the Company which could reasonably be foreseen as contributing to or resulting in a Change in Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), then (i) this Award, to the extent it remains restricted, shall terminate automatically on the date on which Employee first engaged in such wrongful conduct, (ii) if the misconduct occurred within six months of a Vesting Date, Employee shall pay to the Company in cash any financial gain realized from the vesting of the RSU, and (iii) if the misconduct occurred after the RSU has been deferred and prior to the deferred payment date, Employee shall forfeit the deferred RSU and this Award shall terminate automatically on the date on which Employee first engaged in such wrongful conduct. For purposes of this section, financial gain shall equal the fair market value of the Company common stock on the Vesting Date, multiplied by the number of RSUs actually distributed pursuant to this Award, reduced by any taxes paid in countries other than the United States which taxes are not otherwise eligible for refund from the taxing authorities. By accepting this RSU, Employee consents to and authorizes the Company to deduct from any amounts payable by the Company to Employee, any amounts Employee owes to the Company under this section. This right of set-off is in addition to any other remedies the Company may have against Employee for breach of this Agreement.

8. Employee Representations and Warranties.

(a) General. As a condition to the settlement of the RSUs, the Company may require Employee to make any representation or warranty to the Company as may be required under any applicable law or regulation, and to make a representation and warranty that no Forfeiture Event has occurred or is contemplated within the meaning of Section 7 hereof.

(b) Consent Relating to Personal Data. By signing this Agreement, Employee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section 8(b). Employee is not obliged to consent to such collection, use, processing and transfer of personal data. The Company and its subsidiaries hold, for the purpose of managing and administering the Plan, certain personal information about Employee, including Employee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs and other equity awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in Employee’s favor (“Data”). The Company and/or its subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of Employee’s participation in the Plan and the Company and/or any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located throughout the world, including the United States. Employee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Employee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on Employee’s behalf to a broker or other third party with whom Employee may elect to deposit any Shares acquired pursuant to the Plan. Employee may, at any time, review Data, require any necessary amendments to it or withdraw the consents herein in writing by contacting the Company.

(c) RSUs Represent Extraordinary Compensation Item. Employee’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Rather, the awarding of the RSUs to Employee under the Plan represents a mere investment opportunity.

(d) Consent to Electronic Delivery. EMPLOYEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, ANY DISCLOSURE OR OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE “PLAN DOCUMENTS”). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT WHEN A NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE’S REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENT CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH THE COMPANY’S COMPUTER NETWORK. EMPLOYEE WILL HAVE THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE ADDRESS SPECIFIED IN SECTION 10(d) HEREOF. EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE TERMINATION OF EMPLOYEE’S PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS SPECIFIED IN SECTION 10(d) HEREOF. IF EMPLOYEE WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC DELIVERY, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. EMPLOYEE ACKNOWLEDGES THAT HE OR SHE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL ANNOUNCEMENT INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE

IN EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.

9. Other Terms Relating to RSUs.

(a) Fractional RSUs and Shares. The number of RSUs credited to Employee’s Account shall not include fractional RSUs, if any. The Company shall pay cash or other securities or other property in lieu of fractional RSUs, or may cancel, terminate or otherwise eliminate such fractional RSUs.

(b) Mandatory Tax Withholding. Unless otherwise determined by the Committee, at the time of settlement the Company will withhold from any Shares deliverable in settlement of the RSUs, in accordance with Section 18 of the Plan, the number of Shares having a value approximately equal to the amount of income taxes, employment taxes or other withholding amounts required to be withheld under applicable local laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. The number of Shares withheld will be subject to rounding up or down to the nearest whole Share, with a view to ensuring that such Share withholding does not result in recognition of any additional accounting expense by the Company. Employee will be responsible for any taxes relating to the RSUs not satisfied by means of such mandatory withholding.

(c) Statements. An individual statement of each Employee’s Account will be issued to each Employee at such times as may be determined by the Company. Such a statement shall reflect the number of RSUs credited to Employee’s Account, transactions therein during the period covered by the statement, and other information deemed relevant by the Committee. Such a statement may be combined with or include information regarding other plans and compensatory arrangements for employees. Any statement containing an error shall not, however, represent a binding obligation to the extent of such error.

10. Miscellaneous.

(a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with respect to the RSUs, and supersedes any prior agreements or documents with respect thereto. No amendment or alteration of this Agreement which may impose any additional obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the Company.

(b) No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation. Employee acknowledges and agrees that the Plan is discretionary in nature and limited in duration, and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time, provided, however that any outstanding RSUs shall not be materially and adversely affected. The grant of RSUs under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or stock options or benefits in lieu of RSUs or stock options in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of RSUs and vesting provisions.

(c) Unfunded Plan. Any provision for distribution in settlement of Employee’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee. With respect to Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor of the Company.

(d) Notices. Any notice to be given the Company under this Agreement shall be

addressed to the Company at its principal place of business, attention: General Counsel, and any notice to the Employee shall be addressed to the Employee at Employee’s address as then appearing in the records of the Company.

(e) Rights as a Stockholder. Employees shall have no rights as stockholders with respect to any RSUs until and unless ownership of such RSUs has been transferred to the employee.

EX-99.3 4 g09357exv99w3.htm EX-99.3 2007 LONG TERM INCENTIVE PLAN EX-99.3 2007 Long Term Incentive Plan

Exhibit 99.3

2007 LONG-TERM INCENTIVE PLAN

1. Purpose. The purposes of the 2007 Long-Term Incentive Plan (the “Plan”) are (a) to encourage outstanding individuals to accept or continue employment with 180 Connect Inc. (the “Company”) and its Subsidiaries, and (b) to furnish maximum incentive to those persons to improve operations and increase profits and to strengthen the mutuality of interest between those persons and the Company’s stockholders by providing them stock options and other stock and cash incentives.

2. Administration. The Plan will be administered by a committee (the “Committee”) of the Company consisting of three or more directors as the Board may designate from time to time, each of whom shall satisfy such requirements as:

(a) the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 or its successor under the Securities Exchange Act of 1934 (the “Exchange Act”);

(b) the exchange on which the Company common stock is listed may establish pursuant to its rule-making authority; and

(c) the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Compensation Committee shall serve as the Committee administering the Plan until such time as the Board designates a different Committee.

The Committee shall have the discretionary authority to construe and interpret the Plan and any benefits granted thereunder, to establish and amend rules for Plan administration, to change the terms and conditions of options and other benefits at or after grant, to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any option or other benefit granted under the Plan, and to make all other determinations which it deems necessary or

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advisable for the administration of the Plan. The determinations of the Committee shall be made in accordance with their judgment as to the best interests of the Company and its stockholders and in accordance with the purposes of the Plan. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee, in writing signed by all the Committee members. The Committee may authorize one or more officers of the Company to select employees to participate in the Plan and to determine the number of option shares and other awards to be granted to such participants, except with respect to awards to officers subject to Section 16 of the Exchange Act or officers who are, or who are reasonably expected to be, “covered employees” within the meaning of Section 162(m) of the Code (“Covered Employees”) and any reference in the Plan to the Committee shall include such officer or officers.

3. Participants. Participants may consist of all employees, consultants, and directors of the Company and its Subsidiaries. Any corporation or other entity in which a 50% or greater interest is at the time directly or indirectly owned by the Company shall be a “Subsidiary” for purposes of the Plan. Designation of a participant in any year shall not require the Committee to designate that person to receive a benefit in any other year or to receive the same type or amount of benefit as granted to the participant in any other year or as granted to any other participant in any year. The Committee shall consider all factors that it deems relevant in selecting participants and in determining the type and amount of their respective benefits.

4. Shares Available under the Plan. There is hereby reserved under the Plan 2 million shares of Company common stock. On or after the date this Plan is approved by stockholders, the maximum number of shares reserved for issuance under this Plan shall not exceed (a) the total number of shares reserved under this Plan plus (b) any shares that become available for issuance pursuant to the remainder of this section 4. If there is (i) a lapse, expiration, termination, forfeiture or cancellation of any Stock Option or other benefit outstanding under this Plan prior to the issuance of shares thereunder or (ii) a forfeiture of any shares of Restricted Stock or shares subject to stock awards granted under this Plan prior to vesting, then the shares subject to these options or other benefits shall be added to the shares available for benefits under the Plan. Shares covered by a benefit granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant.

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Any shares covered by a Stock Appreciation Right (including a Stock Appreciation Right settled in stock which the Committee, in its discretion, may substitute for an outstanding Stock Option) shall be counted as used only to the extent shares are actually issued to the participant upon exercise of the right. In addition, any shares of common stock exchanged by an optionee as full or partial payment of the exercise price under any Stock Option exercised under the Plan, any shares retained by the Company to comply with applicable income tax withholding requirements, and any shares covered by a benefit which is settled in cash, shall be added to the shares available for benefits under the Plan. All shares issued under the Plan may be either authorized and unissued shares or issued shares reacquired by the Company. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options (as defined in Section 422 of the Code); provided, however, notwithstanding an Option’s designation, to the extent that Incentive Stock Options are exercisable for the first time by the Participant during any calendar year with respect to shares whose aggregate fair market value exceeds $100,000, such options shall be treated as nonqualified Stock Options.

Under the Plan, no participant may receive in any calendar year: (i) Stock Options relating to more than 500,000 shares, (ii) Stock Appreciation Rights relating to more than 500,000 shares, (iii) Performance Shares relating to more than 250,000 shares, or (iv) Performance Cash Awards in an amount greater than $1.5 million.

The shares reserved for issuance and each of the limitations set forth above shall be subject to adjustment in accordance with section 15 hereof.

5. Types of Benefits. Benefits under the Plan shall consist of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Shares, Performance Cash Awards and Other Stock or Cash Awards, all as described below.

6. Stock Options. Stock Options may be granted to participants, at any time as determined by the Committee. The Committee shall determine the number of shares subject to each option and whether the option is an Incentive Stock Option. The exercise price for each option shall be determined by the Committee but shall not be less than 100% of the fair market

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value of the Company’s common stock, as determined by the Committee pursuant to Section 21, on the date the option is granted. Each option shall expire at such time as the Committee shall determine at the time of grant. Options shall be exercisable at such time and subject to such terms and conditions as the Committee shall determine; provided, however, that no option shall be exercisable later than the tenth anniversary of its grant. The exercise price, upon exercise of any option, shall be payable to the Company in full by (a) cash payment or its equivalent, (b) tendering previously acquired shares having a fair market value at the time of exercise equal to the exercise price or certification of ownership of such previously-acquired shares, (c) to the extent permitted by applicable law, delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds from the option shares or loan proceeds to pay the exercise price and any withholding taxes due to the Company, and (d) such other methods of payment as the Committee, at its discretion, deems appropriate. In no event shall the Committee cancel any outstanding Stock Option for the purpose of reissuing the option to the participant at a lower exercise price or reduce the exercise price of an outstanding option.

7. Stock Appreciation Rights. Stock Appreciation Rights (“SARs”) may be granted to participants at any time as determined by the Committee. Notwithstanding any other provision of the Plan, the Committee may, in its discretion, substitute SARs which can be settled only in stock for outstanding Stock Options. The grant price of a substitute SAR shall be equal to the exercise price of the related option and the substitute SAR shall have substantive terms (e.g., duration) that are equivalent to the related option. The grant price of any other SAR shall not be less than 100% of the fair market value of the Company’s common stock, as determined by the Committee pursuant to Section 21, on the date of its grant. An SAR may be exercised upon such terms and conditions and for the term as the Committee in its sole discretion determines; provided, however, that the term shall not exceed the option term in the case of a substitute SAR or ten years in the case of any other SAR and the terms and conditions applicable to a substitute SAR shall be substantially the same as those applicable to the Stock Option which it replaces. Upon exercise of an SAR, the participant shall be entitled to receive payment from the Company in an amount determined by multiplying the excess of the fair market value of a share of common stock on the date of exercise over the grant price of the SAR by the number of

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shares with respect to which the SAR is exercised. The payment may be made in cash or stock, at the discretion of the Committee, except in the case of a substitute SAR payment may be made only in stock. In no event shall the Committee cancel any outstanding SAR for the purpose of reissuing the right to the participant at a lower grant price or reduce the grant price of an outstanding SAR.

8. Restricted Stock and Restricted Stock Units. Restricted Stock and Restricted Stock Units may be awarded or sold to participants under such terms and conditions as shall be established by the Committee. Restricted Stock provides participants the rights to receive shares after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock Units provide participants the right to receive shares at a future date after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, any of the following:

(a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; or

(b) a requirement that the holder forfeit (or in the case of shares or units sold to the participant, resell to the Company at cost) such shares or units in the event of termination of employment during the period of restriction.

All restrictions shall expire at such times as the Committee shall specify. In the Committee’s discretion, participants may be entitled to dividends or dividend equivalents on awards of Restricted Stock or Restricted Stock Units.

9. Deferred Stock Units. Deferred Stock Units provide a participant a vested right to receive shares of common stock in lieu of other compensation at termination of employment or service or at a specific future designated date. In the Committee’s discretion, Deferred Stock Units may include the right to be credited with dividend equivalents in accordance with the terms and conditions of the units.

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10. Performance Shares. The Committee shall designate the participants to whom long-term performance stock (“Performance Shares”) is to be awarded and determine the number of shares, the length of the performance period and the other terms and conditions of each such award; provided the stated performance period will not be less than 12 months. Each award of Performance Shares shall entitle the participant to a payment in the form of shares of common stock upon the attainment of performance goals and other terms and conditions specified by the Committee.

Notwithstanding satisfaction of any performance goals, the number of shares issued under a Performance Shares award may be adjusted by the Committee on the basis of such further consideration as the Committee in its sole discretion shall determine. However, the Committee may not, in any event, increase the number of shares earned upon satisfaction of any performance goal by any participant who is a Covered Employee (as defined in section 2 above). The Committee may, in its discretion, make a cash payment equal to the fair market value of shares of common stock otherwise required to be issued to a participant pursuant to a Performance Share award.

11. Performance Cash Awards. The Committee shall designate the participants to whom cash incentives based upon long-term performance (“Performance Cash Awards”) are to be awarded and determine the amount of the award and the terms and conditions of each such award; provided the stated performance period will not be less than 12 months. Each Performance Cash Award shall entitle the participant to a payment in cash upon the attainment of performance goals and other terms and conditions specified by the Committee.

Notwithstanding the satisfaction of any performance goals, the amount to be paid under a Performance Cash Award may be adjusted by the Committee on the basis of such further consideration as the Committee in its sole discretion shall determine. However, the Committee may not, in any event, increase the amount earned under Performance Cash Awards upon satisfaction of any performance goal by any participant who is a Covered Employee (as defined in section 2 above) and the maximum amount earned by a Covered Employee in any calendar year may not exceed $1.5 million. The Committee may, in its discretion, substitute actual shares

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of common stock for the cash payment otherwise required to be made to a participant pursuant to a Performance Cash Award.

12. Other Stock or Cash Awards. In addition to the incentives described in sections 6 through 11 above, the Committee may grant other incentives payable in cash or in common stock under the Plan as it determines to be in the best interests of the Company and subject to such other terms and conditions as it deems appropriate; provided an outright grant of stock will not be made unless it is offered in exchange for cash compensation that has otherwise already been earned by the recipient.

13. Performance Goals. Awards under the Plan to a Covered Employee (as defined in section 2) may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code, including: cash flow; cost; ratio of debt to debt plus equity; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating earnings; economic value added; ratio of operating earnings to capital spending; free cash flow; net profit; net sales; sales growth; price of Company common stock; return on net assets, equity or stockholders’ equity; market share; or total return to stockholders (“Performance Criteria”). Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Performance Criteria shall be calculated in accordance with the Company’s financial statements, generally accepted accounting principles, or under an objective methodology established by the Committee prior to the issuance of an award which is consistently applied. However, the Committee may not in any event increase the amount of compensation payable to a Covered Employee upon the attainment of a performance goal.

14. Change in Control. Except as otherwise determined by the Committee at the time of grant of an award, upon a Change in Control of the Company, (a) all outstanding Stock Options and SARs shall become vested and exercisable; (b) all restrictions on Restricted Stock and Restricted Stock Units shall lapse; (c) all performance goals shall be deemed achieved at target levels and all other terms and conditions met; (d) all Performance Shares shall be delivered, all Performance Cash Awards, Deferred Stock Units and Restricted Stock Units shall

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be paid out as promptly as practicable; and (e) all Other Stock or Cash Awards shall be delivered or paid; provided, however, that the treatment of outstanding awards set forth above (referred to herein as “accelerated treatment”) shall not apply if and to the extent that such awards are assumed by the successor corporation (or parent thereof) or are replaced with an award that preserves the existing value of the award at the time of the Change in Control and provides for subsequent payout in accordance with the same vesting schedule applicable to the original award. The Committee has the discretion, at the time of grant of an award or at any later time, to provide that any award that is assumed or replaced in a Change in Control may receive accelerated treatment with respect to any participant whose employment or service is terminated, actually or constructively, within a designated period following the Change in Control.

A “Change in Control” shall mean:

A Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, or any successor provision thereto, whether or not the Company is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (A) any change in the “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) that possesses, directly or indirectly, the power to direct or cause the direction of the management and the policies of the Company, whether through the ownership of voting securities, by contract or otherwise, (B) any person or group (as defined herein) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities (other than the Company or any employee benefit plan of the Company; and, for purposes of the Plan, no Change in Control shall be deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of the Company’s securities by either of the foregoing), (C) there shall be consummated (1) any consolidation or merger of the Company in which the Company is not the surviving or continuing corporation or

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pursuant to which shares of common stock would be converted into or exchanged for cash, securities or other property, other than a merger of the Company in which the holders of common stock immediately prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation immediately after the merger, or (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than any such transaction with entities in which the holders of Company common stock, directly or indirectly, have at least a 65% ownership interest, (D) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or (E) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Board), or contested election (a “Control Transaction”), the members of the Board immediately prior to the first public announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board.

In the event that a payment or delivery of an award following a Change in Control would not be a permissible distribution event, as defined in Section 409A(a)(2) of the Code or any regulations or other guidance issued thereunder, then the payment or delivery shall be made on the earlier of (i) the date of payment or delivery originally provided for such benefit, or (ii) the date of termination of the participant’s employment or service with the Company or six months after such termination in the case of a “specified employee” as defined in Section 409A(a)(2)(B)(i).

15. Adjustment Provisions.

(a) In the event of any change affecting the number, class, market price or terms of the shares of common stock by reason of stock dividend, stock split, recapitalization, reorganization, merger, consolidation, spin-off, disaffiliation of a Subsidiary, combination of shares, exchange of shares, stock rights offering, or other

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similar event, or any distribution to the holders of shares of common stock other than a regular cash dividend, (any of which is referred to herein as an “equity restructuring”), then the Committee shall make an equitable substitution or adjustment in the number or class of shares which may be issued under the Plan in the aggregate or to any one participant in any calendar year as set forth in section 4 and in the number, class, price or terms of shares subject to outstanding awards granted under the Plan as it deems appropriate. Such substitution or adjustment shall equalize an award’s intrinsic and fair value before and after the equity restructuring.

(b) In direct connection with the sale, lease, distribution to stockholders, outsourcing arrangement or any other type of asset transfer or transfer of any portion of a facility or any portion of a discrete organizational unit of the Company or a Subsidiary (a “Divestiture”), the Committee may authorize the assumption or replacement of affected participants’ awards by the spun-off facility or organization unit or by the entity that controls the spun-off facility or organizational unit following disaffiliation.

(c) In the event of any merger, consolidation or reorganization of the Company with or into another corporation which results in the outstanding common stock of the Company being converted into or exchanged for different securities, cash or other property, or any combination thereof, there shall be substituted, on an equitable basis as determined by the Committee in its discretion, for each share of common stock then subject to a benefit granted under the Plan, the number and kind of shares of stock, other securities, cash or other property to which holders of common stock of the Company will be entitled pursuant to the transaction.

16. Substitution and Assumption of Benefits. The Board of Directors or the Committee may authorize the issuance of benefits under this Plan in connection with the assumption of, or substitution for, outstanding benefits previously granted to individuals who become employees of the Company or any Subsidiary as a result of any merger, consolidation, acquisition of property or stock, or reorganization, upon such terms and conditions as the Committee may deem appropriate. Any substitute Awards granted under the Plan shall not count

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against the share limitations set forth in section 4 hereof, to the extent permitted by applicable law and listing exchange requirements.

17. Nontransferability. Each benefit granted under the Plan shall not be transferable other than by will or the laws of descent and distribution, and each Stock Option and SAR shall be exercisable during the participant’s lifetime only by the participant or, in the event of disability, by the participant’s personal representative. In the event of the death of a participant, exercise of any benefit or payment with respect to any benefit shall be made only by or to the beneficiary, executor or administrator of the estate of the deceased participant or the person or persons to whom the deceased participant’s rights under the benefit shall pass by will or the laws of descent and distribution. Subject to the approval of the Committee in its sole discretion, Stock Options may be transferable to members of the immediate family of the participant and to one or more trusts for the benefit of such family members, partnerships in which such family members are the only partners, or corporations in which such family members are the only stockholders. “Members of the immediate family” means the participant’s spouse, children, stepchildren, grandchildren, parents, grandparents, siblings (including half brothers and sisters), and individuals who are family members by adoption.

18. Taxes. The Company shall be entitled to withhold the amount of any tax attributable to any amounts payable or shares deliverable under the Plan, after giving notice to the person entitled to receive such payment or delivery, and the Company may defer making payment or delivery as to any award, if any such tax is payable, until indemnified to its satisfaction. In connection with the exercise of a Stock Option or the receipt or vesting of shares hereunder, a participant may pay all or a portion of any withholding as follows: (a) with the consent of the Committee, by electing to have the Company withhold shares of common stock having a fair market value equal to the amount required to be withheld up to the minimum required statutory withholding amount; or (b) by delivering irrevocable instructions to a broker to sell shares and to promptly deliver the sales proceeds to the Company for amounts up to and in excess of the minimum required statutory withholding amount. For restricted stock and restricted stock unit awards, no withholding in excess of the minimum statutory withholding amount will be allowed.

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19. Duration of the Plan. No award shall be made under the Plan more than ten years after the date of its adoption by the Board of Directors; provided, however, that the terms and conditions applicable to any option granted on or before such date may thereafter be amended or modified by mutual agreement between the Company and the participant, or such other person as may then have an interest therein.

20. Amendment and Termination. The Board of Directors or the Committee may amend the Plan from time to time or terminate the Plan at any time. However, unless expressly provided in an award or pursuant to the terms of any incentive plan implemented pursuant to this Plan, no such action shall reduce the amount of any existing award or change the terms and conditions thereof without the participant’s consent; provided, however, that the Committee may, in its discretion, substitute SARs which can be settled only in stock for outstanding Stock Options without a participant’s consent. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with applicable laws, regulations, or stock exchange rules.

21. Fair Market Value. The fair market value of shares of the Company’s common stock at any time shall be determined in such manner as the Committee may deem equitable, or as required by applicable law or regulation.

22. Other Provisions.

(a) The award of any benefit under the Plan may also be subject to other provisions (whether or not applicable to the benefit awarded to any other participant) as the Committee determines appropriate, including provisions intended to comply with federal or state securities laws and stock exchange requirements, understandings or conditions as to the participant’s employment, requirements or inducements for continued ownership of common stock after exercise or vesting of benefits, or forfeiture of awards in the event of termination of employment shortly after exercise or vesting, or breach of noncompetition or confidentiality agreements following termination of employment.

(b) In the event any benefit under this Plan is granted to an employee who is employed or providing services outside the United States and who is not compensated

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from a payroll maintained in the United States, the Committee may, in its sole discretion, modify the provisions of the Plan as they pertain to such individuals to comply with applicable law, regulation or accounting rules consistent with the purposes of the Plan and the Board of Directors or the Committee may, in its discretion, establish one or more sub-plans to reflect such modified provisions. All sub-plans adopted by the Committee shall be deemed to be part of the Plan, but each sub-plan shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any sub-plans to Participants in any jurisdiction which is not the subject of such sub-plan.

(c) The Committee, in its sole discretion, may require a participant to have amounts or shares of common stock that otherwise would be paid or delivered to the participant as a result of the exercise or settlement of an award under the Plan credited to a deferred compensation or stock unit account established for the participant by the Committee on the Company’s books of account.

(d) Neither the Plan nor any award shall confer upon a participant any right with respect to continuing the participant’s employment with the Company; nor shall they interfere in any way with the participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between the employee and the Company.

(e) No fractional Shares shall be issued or delivered pursuant to the Plan or any award, and the Committee, in its discretion, shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(f) Payments and other benefits received by a participant under an award made pursuant to the Plan shall not be deemed a part of a participant’s compensation for purposes of determining the participant’s benefits under any other employee benefit plans or arrangements provided by the Company or a Subsidiary, notwithstanding any provision of such plan to the contrary, unless the Committee expressly provides otherwise in writing.

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(g) The Committee may permit participants to defer the receipt of payments of awards pursuant to such rules, procedures or programs is may establish for purposes of this Plan. Notwithstanding any provision of the Plan to the contrary, to the extent that awards under the Plan are subject to the provisions of Section 409A of the Code, then the Plan as applied to those amounts shall be interpreted and administered so that it is consistent with such Code section.

23. Governing Law. The Plan and any actions taken in connection herewith shall be governed by and construed in accordance with the laws of the state of Colorado (without regard to any state’s conflict of laws principles). Any legal action related to this Plan shall be brought only in a federal or state court located in Colorado.

24. Stockholder Approval. The Plan was adopted by the Board of Directors on August 21, 2007, subject to stockholder approval. The Plan and any benefits granted thereunder shall be null and void if stockholder approval is not obtained at the next annual meeting of stockholders.

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