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): May 27, 2016

 

 

RigNet, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35003   76-0677208

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

   

 

1880 S. Dairy Ashford, Suite 300

Houston, Texas

 

77077-4760

 
(Address of principal executive offices)   (zip code)

(281) 674-0100

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

 

 


Item 8.01. Other events.

RigNet, Inc. (the “Company”) has adopted a new form of restricted stock unit award agreement (“RSU Award Agreement”), a new form of performance unit award agreement (“PUA Agreement”), a new form of incentive stock option award agreement (“ISO Award Agreement”), a new form of nonqualified stock option award agreement (“NSO Award Agreement”), and a new form of restricted stock award agreement (“RSA Agreement”) under the terms of the Company’s 2010 Omnibus Incentive Plan, as amended. The forms of the RSU Award Agreement, PUA Agreement, ISO Award Agreement, the NSO Award Agreement, and the RSA Agreement are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

 

Exhibit

Number

  

Exhibit Description

  
10.1    Form of Restricted Stock Unit Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.
10.2    Form of Performance Unit Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.
10.3    Form of Incentive Stock Option Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.
10.4    Form of Nonqualified Stock Option Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.
10.5    Form of Restricted Stock Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.

 

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SIGNATURES

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

 

RIGNET, INC.

By:

 

/s/ William D. Sutton

 

William D. Sutton

 

Senior Vice President, General Counsel

Dated: May 27, 2016

 

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INDEX TO EXHIBITS

 

Exhibit

Number

  

Exhibit Description

  
10.1    Form of Restricted Stock Unit Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.
10.2    Form of Performance Unit Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.
10.3    Form of Incentive Stock Option Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.
10.4    Form of Nonqualified Stock Option Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.
10.5    Form of Restricted Stock Award Agreement under the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended.

 

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Exhibit 10.1

RESTRICTED STOCK UNIT AWARD AGREEMENT

RigNet, Inc. 2010 Omnibus Incentive Plan

This R ESTRICTED S TOCK U NIT A WARD A GREEMENT (this “ Agreement ”) is made by and between RigNet, Inc., a Delaware corporation (the “ Company ”), and                      (the “ Employee ”) effective as of the          day of             , 20     (the “Grant Date” ), pursuant to the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended (the “ Plan ”), a copy of which previously has been made available to the Employee and the terms and provisions of which are incorporated by reference herein (capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan).

W HEREAS , the Plan allows for the grant of restricted stock units, which are referred to in the Plan as “RSUs”; and

W HEREAS , the Company desires to grant to the Employee the RSU Award specified herein, subject to the terms and conditions of this Agreement; and

W HEREAS , the Employee desires to have the opportunity to receive from the Company and hold the RSU Award, subject to the terms and conditions of this Agreement;

N OW , T HEREFORE , in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of RSU Award . Effective as of the Grant Date, the Company hereby grants to the Employee          RSUs. In accepting the RSU Award granted in this Agreement the Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

2. RSUs Do Not Award Any Rights Of A Shareholder . The Employee shall not have the voting rights or any of the other rights, powers or privileges of a holder of the Company’s Stock with respect to the RSUs that are awarded hereby. Only after a share of the Stock is issued in exchange for an RSU will the Employee have all of the rights of a shareholder with respect to such share of Stock issued in exchange for an RSU.

3. Transfer Restrictions .  The RSUs granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby. Further, any shares of the Stock issued to the Employee in exchange for RSUs awarded hereby may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. The Employee also agrees that the Company may (a) refuse to cause the transfer of any such shares of the Stock to be registered on the applicable stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (b) give related


instructions to the transfer agent, if any, to stop registration of the transfer of such shares of the Stock. The shares of Stock that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. A Prospectus describing the Plan and the shares of Stock is available from the Company.

4. Vesting and Payment .

(a) The RSUs that are granted hereby shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of the RSUs granted to the Employee hereunder and the obligation to forfeit and surrender such RSUs to the Company (the “ Forfeiture Restrictions ”). The Forfeiture Restrictions shall lapse as to the RSUs that are awarded hereby on          (the “ Vesting Date ”), provided that the Employee’s employment with the Company and its Affiliates has not terminated prior to the Vesting Date, except as set forth in Sections 4(d) and 4(e) below. The Employee shall have no vested interest in the RSUs credited to his or her bookkeeping ledger account except as set forth in this Section   4 .

(b) Except as set forth in Sections 4(d) and 4(e) below, if the Employee’s employment with the Company and all of its Affiliates terminates prior to the Vesting Date for any reason, the Forfeiture Restrictions then applicable to the RSUs shall not lapse and the number of RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company and this Agreement shall terminate, all on the date the Employee’s employment terminates.

(c) Upon the lapse of the Forfeiture Restrictions applicable to an RSU that is awarded hereby, the Company shall issue to the Employee one share of the Stock in exchange for such RSU and thereafter the Employee shall have no further rights with respect to such RSU; provided, however, that if the Employee is a “specified employee” as that term is defined for purposes of Section 409A at the time of his Separation from Service due to Retirement (defined below), termination without Cause (defined below) or termination for Good Reason (defined below) and the Forfeiture Restrictions lapse as a result of such Retirement or termination without Cause or for Good Reason, the Company shall not issue the shares of Stock payable under this Agreement until the date that is six months after the date of the Employee’s Separation from Service due to Retirement, termination without Cause or termination for Good Reason. The Company shall cause to be delivered to the Employee in electronic or certificated form any shares of the Stock that are to be issued under the terms of this Agreement in exchange for the RSUs awarded hereby, and such shares of the Stock shall be transferable by the Employee (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law).

(d) Notwithstanding anything to the contrary contained herein, upon the death, Disability or Retirement (defined below) of the Employee or if the Employee’s employment with the Company and its Affiliates is terminated by the Company or its Affiliates without Cause (defined below), the Forfeiture Restrictions shall lapse as to a portion of the RSUs that are awarded hereby determined by multiplying the total number of RSUs granted hereby by a fraction, the numerator of which is the total number of full calendar months between the Grant Date and the date of termination of Employee’s employment with the Company and its Affiliates due to death, Disability or Retirement or by the Company or its Affiliates without Cause and the denominator is the total number of full calendar months between the Grant Date and the Vesting


Date. The portion of RSUs for which the Forfeiture Restrictions do not lapse in accordance with the previous sentence shall be forfeited to the Company and this Agreement shall terminate, all on the date the Employee’s employment terminates.

(e) Notwithstanding anything to the contrary contained herein, if the Employee’s employment with the Company and its Affiliates is terminated by the Company or its Affiliates without Cause (defined below) or by the Employee for Good Reason (defined below) within twelve months after a Change in Control (defined below), then the Forfeiture Restrictions shall lapse as to all of the RSUs upon such termination of the Employee’s employment.

As used herein, the following terms shall be defined as follows:

Cause ” means (i) Employee’s plea of guilty or nolo contendre, or conviction of a felony or a misdemeanor involving moral turpitude; (ii) any act by Employee of fraud or dishonesty with respect to any aspect of the Company’s business including, but not limited to, falsification of Company records; (iii) intentional engagement in misconduct by Employee that is materially injurious to the Company (monetarily or otherwise); (iv) Employee’s disparagement of Company; (v) commencement by Employee of employment with an unrelated employer; (vi) material breach by the Employee of Employee’s employment agreement or letter, if any, with the Company or of any noncompete or non-solicitation agreement applicable to the Employee; (vii) material violation by Employee of any Company written policies, including but not limited to any harassment and/or non-discrimination policies; or (viii) Employee’s gross negligence in the performance of Employee’s duties causing material harm to Company.

Change in Control ” means a “change of control event,” as defined in the Treasury Regulations issued under Section 409A of the Code.

Good Reason ” means (i) a material adverse change in Employee’s position, authority, duties or responsibilities, but not a change in reporting relationships, (ii) a reduction in Employee’s base salary or the taking of any action by the Company that would materially diminish the annual bonus opportunities of Employee from those provided to Employee immediately prior to the Effective Date, (iii) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located on the Date of Grant or Employee being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of Employee’s duties and reasonably consistent with Employee’s travel prior to the Date of Grant, (iv) a material breach by the Company of the Employee’s employment agreement or Letter, if any, with the Company, or (v) the failure of a successor to the Company to assume the Employment Agreement. Employee shall provide written notice of any such reduction, failure, change or breach upon which Employee intends to rely as the basis for a Good Reason resignation to the Company, or its successor, within 45 days of the occurrence of such reduction, failure, change or breach. The Company, or its successor, shall have 45 days following the receipt of such notice to remedy the condition constituting such reduction, change or breach and, if so remedied, any termination of Employee’s employment hereunder on the basis of the circumstances described in such notice shall not be considered a Good Reason resignation. If the Company, or its successor, does not remedy the condition that has been the subject of a notice as described in this paragraph within


45 days of the Company’s, or its successor’s, receipt of such notice, Employee must terminate his employment within 120 days following the occurrence of such condition in order for such termination to be considered for Good Reason for purposes of this Agreement.

Retirement ” means the voluntary termination of the Employee’s employment by the Employee from the Company and its Affiliates, that constitutes a Separation From Service, upon no less than 30 days prior written notice on a date that occurs after the Employee’s 60 th birthday and after the Employee has completed at least seven full years of employment with the Company or any of its Affiliates.

Separation From Service ” means a “separation from service” as that term is defined for purposes of Section 409A of the Code and Final Department of Treasury Regulations issued thereunder.

5. Capital Adjustments and Reorganizations .  The existence of the RSUs shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

6. Tax Withholding .  To the extent that the receipt of the RSUs, the lapse of any Forfeiture Restrictions and/or the receipt of any payment under this Agreement results in income to the Employee for federal, state, local or foreign income, employment or other tax purposes with respect to which the Company or any Affiliate has a withholding obligation, the Employee shall deliver to the Company at the time of such receipt, lapse or payment, as the case may be, such amount of money as the Company or any Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if the Employee fails to do so, the Company is authorized to withhold from the shares of the Stock issued under this Agreement or from any cash or stock remuneration then or thereafter payable to the Employee in any capacity any tax required to be withheld by reason of such resulting income.

7. No Fractional Shares .  All provisions of this Agreement concern whole shares of the Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

8. Employment Relationship . For purposes of this Agreement, the Employee shall be considered to be in the employment of the Company and its Affiliates as long as the Employee has an employment relationship with the Company and its Affiliates. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.

9. Not an Employment Agreement .  This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an


employment relationship between the Employee and the Company or any Affiliate, to guarantee the right to remain employed by the Company or any Affiliate for any specified term or require the Company or any Affiliate to employ the Employee for any period of time.

10. Legend . The Employee consents to the placing on the certificate for the shares of the Stock that may be issued under this Agreement an appropriate legend restricting resale or other transfer of the shares except in accordance with all applicable securities laws and rules thereunder.

11. Notices . Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal delivery, by telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the then current address of the Company’s principal executive office, and to the Employee at the Employee’s residential address indicated beneath the Employee’s signature on the execution page of this Agreement, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

12. Amendment and Waiver .  Except as otherwise provided herein or in the Plan or as necessary to implement the provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and the Employee. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than the Employee. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner effect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.

13. Arbitration . In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Committee.  Any controversy arising out of or relating to the Plan or this Agreement shall be resolved by arbitration conducted in accordance with the terms of the Plan.   The arbitration shall be final and binding on the parties.

14. Governing Law and Severability .  The validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.


15. Successors and Assigns . Subject to the limitations which this Agreement imposes upon the transferability of the RSUs granted hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Employee, the Employee’s executors, administrators, agents, legal and personal representatives.

16. Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.


I N W ITNESS W HEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Employee has executed this Agreement, all effective as of the date first above written.

 

RIGNET, INC.
By:  

 

Name:  

 

Title:  

 

EMPLOYEE:

 

Name:  
Address:  

 

 

 

 

 

[ Signature Page to Restricted Stock Unit Award Agreement ]

Exhibit 10.2

PERFORMANCE UNIT AWARD AGREEMENT

RigNet, Inc. 2010 Omnibus Incentive Plan

This P ERFORMANCE U NIT A WARD A GREEMENT (this “ Agreement ”) is made by and between RigNet, Inc., a Delaware corporation (the “ Company ”), and                      (the “ Executive ”) effective as of the          day of             , 20     (the Grant Date ), pursuant to the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended (the “ Plan ”), a copy of which previously has been made available to the Executive and the terms and provisions of which are incorporated by reference herein.

W HEREAS , the Company desires to grant to the Executive the Performance Units specified herein, subject to the terms and conditions of this Agreement; and

W HEREAS , the Executive desires to have the opportunity to earn the Performance Units and receive any payment specified herein that is earned in accordance with the terms and conditions of this Agreement;

N OW , T HEREFORE , in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Performance Units . Effective as of the Grant Date, the Company has granted to the Executive pursuant to the Plan          Performance Units (the “ Target Units ”). For purposes of determining the vesting of, and the payment, if any, to be made with respect to, the Target Units, the Target Units are divided into three (3) groups: (a)          Performance Units (25% of Target Units, the “ 2016 Target Units ”), (b)          Performance Units (25% of Target Units, the “ 2017 Target Units ”), and (c)          Performance Units (50% of Target Units, the “ 2018 Target Units ”). In accepting the award of Performance Units granted in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. The Company shall cause to be delivered to the Executive in electronic or certificated form any shares of Stock that are to be issued under the terms of this Agreement in exchange for all vested Performance Units awarded hereby, and such shares of Stock shall be transferable by the Executive as provided herein (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). The maximum number of shares of Stock that may be paid under this Agreement is          shares.

2. Definitions .  For purposes of this Agreement, the following terms shall have the meanings indicated below:

(a) “Addressable Rigs” means the total number of Offshore Drilling Rigs worldwide on March 31, June 30, September 30 or December 31 of the applicable Performance Period, as reported in the IHS Petrodata RigBase Current Activity Report for such day, excluding from such total each Offshore Drilling Rig which the IHS Petrodata RigBase classifies, on such date, as: (i) on order, under construction, or otherwise not yet delivered, or “retired” (an Offshore Drilling Rig that is no longer part of the drilling rig fleet), (ii) “cold stacked” (an Offshore


Drilling Rig manned only by a watch crew, with its equipment mothballed and requiring several months to reactivate), (iii) “out of service” (an Offshore Drilling Rig not capable of re-entering service without a major equipment upgrade/renewal that would take a minimum of 6 to 12 months), (iv) “production” (an Offshore Drilling Rig in temporary production mode), or (v) located in a country that is subject to economic sanctions by the United States that are administered and enforced by the United States Office of Foreign Assets Control.

(b) “ Addressable Rigs Served ” means the total number of Offshore Drilling Rigs, on March 31, June 30, September 30 or December 31 of the applicable Performance Period, for which the Company and/or its subsidiaries are the primary providers of communication services, provided, however, that an Offshore Drilling Rig shall not be included in such total unless, on the applicable date, the Company and/or its subsidiaries are generating recurring revenue of at least $65.75 per day from providing such services. The Company and/or its subsidiaries will be considered to be the “primary providers of communication services” where such services are provided to the Offshore Drilling Rig owner or manager or the entity drilling the well; the Company and/or its subsidiaries will not be considered to be the “primary providers of communication services” where such services are provided only to one or more service companies operating on the Offshore Drilling Rig.

(c) “ Addressable Rigs Service Level ” means the average of the quotients obtained for March 31, June 30, September 30 and December 31 of the applicable Performance Period by dividing the Addressable Rigs Served on such date by the Addressable Rigs on such date (which amount is expressed as a percentage).

(d) “ Addressable Rigs Service Level Max ” means (i) 38% for the 2016 Performance Period (ii) 39% for the 2017 Performance Period and (iii) 40% for the 2018 Performance Period.

(e) “ Addressable Rigs Service Level Score ” means, with respect to a Performance Period:

(i) if the Addressable Rigs Service Level achieved by the Company and its subsidiaries for such Performance Period is less than the Addressable Rigs Service Level Threshold for such Performance Period then the Addressable Rigs Service Level Score for such Performance Period is zero (0).

(ii) if (A) the Addressable Rigs Service Level achieved by the Company and its subsidiaries for such Performance Period is greater than (B) the Addressable Rigs Service Level Threshold for such Performance Period and less than or equal to Addressable Rigs Service Level Target for such Performance Period then the Addressable Rigs Service Level Score for such Performance Period is ((A) minus (B)) divided by (Addressable Rigs Service Level Target for such Performance Period minus Addressable Rigs Service Level Threshold for such Performance Period).

(iii) if (C) the Addressable Rigs Service Level achieved by the Company and its subsidiaries for such Performance Period is greater than (D) the Addressable Rigs Service Level Target for such Performance Period and less than the Addressable Rigs Service Level Max for such Performance Period then the Addressable Rigs Service Level Score


for such Performance Period is one plus the product of two times ((C) minus (D)) divided by (Addressable Rigs Service Level Max for such Performance Period minus Addressable Rigs Service Level Target for such Performance Period).

(iv) if the Addressable Rigs Service Level achieved by the Company and its subsidiaries for such Performance Period is greater than the Addressable Rigs Service Level Max for such Performance Period then the Addressable Rigs Service Level Score for such Performance Period is 3.

(f) “ Addressable Rigs Service Level Target ” means (i) 33% for the 2016 Performance Period (ii) 34% for the 2017 Performance Period and (iii) 35% for the 2018 for the Performance Award Period.

(g) “ Addressable Rigs Service Level Threshold ” means (i) 31% for the 2016 Performance Period (ii) 32% for the 2017 Performance Period and (iii) 33% for the 2018 for the Performance Award Period.

(h) “ Cause ” means (i) Executive’s plea of guilty or nolo contendre, or conviction of a felony or a misdemeanor involving moral turpitude; (ii) any act by Executive of fraud or dishonesty with respect to any aspect of the Company’s business including, but not limited to, falsification of Company records; (iii) intentional engagement in misconduct by Executive that is materially injurious to the Company (monetarily or otherwise); (iv) Executive’s disparagement of Company; (v) commencement by Executive of employment with an unrelated employer; (vi) material breach by the Executive of Executive’s employment agreement or letter, if any, with the Company or of any nondisclosure, noncompete or non-solicitation agreement applicable to the Executive; (vii) material violation by Executive of any Company written policies, including but not limited to any harassment and/or non-discrimination policies; or (viii) Executive’s gross negligence in the performance of Executive’s duties causing material harm to Company.

(i) “ Change in Control ” means the occurrence of an event or events with respect to the Company that constitutes or constitute a “change in control event” as that term is defined for purposes of Treasury Regulation §1.409A-3(i)(5) using the default rules set forth therein.

(j) “ Consolidated Revenue Amount ” means, for any Performance Period, consolidated gross revenue of the Company and its subsidiaries for such period.

(k) “ Consolidated Revenue Max ” means (i) $274.9 million for the 2016 Performance Period, (ii) $281.8 million for the 2017 Performance Period, and (iii) $323.2 million for the 2018 Performance Period.

(l) “ Consolidated Revenue Score ” means, with respect to a Performance Period:

(i) if the Consolidated Revenue Amount achieved by the Company and its subsidiaries for such Performance Period is less than the Consolidated Revenue Threshold for such Performance Period then the Consolidated Revenue Score for such Performance Period is zero (0).


(ii) if (A) the Consolidated Revenue Amount achieved by the Company and its subsidiaries for such Performance Period is greater than (B) the Consolidated Revenue Threshold for such Performance Period and less than or equal to Consolidated Revenue Target for such Performance Period then the Consolidated Revenue Score for such Performance Period is ((A) minus (B)) divided by (Consolidated Revenue Target for such Performance Period minus Consolidated Revenue Threshold for such Performance Period).

(iii) if (C) the Consolidated Revenue Amount achieved by the Company and its subsidiaries for such Performance Period is greater than (D) the Consolidated Revenue Target for such Performance Period and less than the Consolidated Revenue Max for such Performance Period then the Consolidated Revenue Score for such Performance Period is one plus the product of two times ((C) minus (D)) divided by (Consolidated Revenue Max for such Performance Period minus Consolidated Revenue Target for such Performance Period).

(iv) if the Consolidated Revenue Amount achieved by the Company and its subsidiaries for such Performance Period is greater than the Consolidated Revenue Max for such Performance Period then the Consolidated Revenue Score for such Performance Period is 3.

(m) “ Consolidated Revenue Target ” means (i) $239.0 million for the 2016 Performance Period, (ii) $245.0 million for the 2017 Performance Period, and (iii) $281.0 million for the 2018 Performance Period.

(n) “ Consolidated Revenue Threshold ” means (i) $203.2 million for the 2016 Performance Period, (ii) $208.2 million for the 2017 Performance Period, and (iii) $238.8 million for the 2018 Performance Period.

(o) “ Forfeiture Restrictions ” shall mean the prohibitions and restrictions set forth herein with respect to the sale or other disposition of the Performance Units issued to the Executive hereunder and the obligation to forfeit and surrender such Performance Units to the Company.

(p) “ Good Reason ” means (i) a material adverse change in Executive’s position, authority, duties or responsibilities, but not a change in reporting relationships, (ii) a reduction in Executive’s base salary or the taking of any action by the Company that would materially diminish the annual bonus opportunities of Executive from those provided to Executive immediately prior to the Effective Date, (iii) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located on the Date of Grant or Executive being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of Executive’s duties and reasonably consistent with Executive’s travel prior to the Date of Grant, (iv) a material breach by the Company of the Executive’s employment agreement or Letter, if any, with the Company, or (v) the failure of a successor to the Company to assume the Employment Agreement. Executive shall provide written notice of any such reduction, failure, change or breach upon which Executive intends to rely as the basis for a Good Reason resignation to the Company, or its


successor, within 45 days of the occurrence of such reduction, failure, change or breach. The Company, or its successor, shall have 45 days following the receipt of such notice to remedy the condition constituting such reduction, change or breach and, if so remedied, any termination of Executive’s employment hereunder on the basis of the circumstances described in such notice shall not be considered a Good Reason resignation. If the Company, or its successor, does not remedy the condition that has been the subject of a notice as described in this paragraph within 45 days of the Company’s, or its successor’s, receipt of such notice, Executive must terminate his employment within 120 days following the occurrence of such condition in order for such termination to be considered for Good Reason for purposes of this Agreement.

(q) “ IHS Petrodata RigBase ” means that database, available from IHS, Inc., which provides information on the status of the global offshore drilling rig fleet, or its successor or, if the IHS Petrodata RigBase is discontinued, a comparable database that the Committee determines is an appropriate replacement.

(r) “ IHS Petrodata RigBase Current Activity Report ” means the current activity report produced from a current activity search of the IHS Petrodata RigBase.

(s) “ Maritime Initiative ” means the operations of the Company and its subsidiaries providing services to customers whose business is primarily maritime activities, including services and equipment provided to maritime vessels, including but not limited to,

(i) Dry/Cargo Passenger Vessels ,General Cargo Ship, Container Ship, Passenger Ship, Passenger/Ro-Ro Cargo Ship, Landing Craft, Refrigerated Cargo Ship, Vehicles Carrier, Ro-Ro Cargo Ship, Passenger (Cruise) Ship, Deck Cargo Ship, Passenger/General Cargo Ship, Heavy Load Carrier, Livestock Carrier, Passenger/Landing Craft, Palletised Cargo Ship, Nuclear Fuel Carrier, Container/Ro-Ro Cargo Ship, Barge Carrier, Passenger/Container Cargo Ship, Pulp Carrier);

(ii) Miscellaneous Vessels (+24,000 including Tug, Research Vessel, Patrol Vessel, Pusher Tug, Hopper Dredger, Dredger, Utility Vessel, Bunkering Tanker, Motor Hopper, Pollution Control Vessel, Crane Ship, Buoy/Lighthouse Vessel, Pilot Vessel, Crew Boat, Work/Repair Vessel, Training Ship, Search & Rescue Vessel, Fire Fighting Vessel, Waste Disposal Vessel, Supply Tender, Salvage Ship, Cable Layer, Icebreaker, Mooring Vessel, Vessel (function unknown), Anchor Hoy, Trans Shipment Vessel, Hospital Vessel, Leisure Vessel, Mining Vessel, Power Station Vessel, Tank Cleaning Vessel, Dry Storage, Sailing Vessel, Log Tipping Shi

(iii) Tankers (+16,000 including Oil Products Tanker, Chemical/Oil Products Tanker, Crude Oil Tanker, LPG Tanker, Chemical Tanker, LNG Tanker, Bitumen Tanker, Water Tanker, Vegetable Oil Tanker, Edible Oil Tanker, Wine Tanker, Fruit Juice Tanker, CO2 Tanker, Molasses Tanker, Alcohol Tanker, Caprolactam Tanker, Latex Tanker, Coal/Oil Mixture Tanker, Beer Tanker, Glue Tanker);

(iv) Bulk Carriers (+12,000 including Bulk Dry Carrier, Aggregates Carrier, Cement Carrier, Ore Carrier, Self Discharging Bulk Dry Carrier, Wood Chips Carrier, Ore/Oil Carrier, Limestone Carrier, Bulk/Oil Carrier, Bulk/Liquid Carrier, Urea Carrier, Powder Carrier, Refined Sugar Carrier);


(v) Offshore Vessels (+9,000 including Platform Supply Vessel, Offshore Tug/Supply Ship, Offshore Support Vessel, Pipe Layer, Production Testing Vessel, Well Stimulation Vessel, Standby Safety Vessel, FSO, Trenching Support Vessel, Pip Burying Vessel);

(vi) Non-Merchant Ships (+2,000 including Yachts, Naval/Naval Auxiliary, Sail Training Ship, Other Non-Merchant Ships);

(vii) Fishing (+22,000 including Fishing Vessel, Trawler, Fish Carrier, Fishing Support Vessel, Live Fish Carrier, Fish Factory Ship, Seal Catcher, Whale Catcher, Pearl Shells Carrier, Kelp Dredger);

(viii) Inland Waterway Vessels (+700 including Inland Waterways Tanker, Inland Waterways Dry Cargo/Passenger, Inland Waterways Other Non-Seagoing;

But expressly excluding any drilling rig, well or mine site, jack-up, semi submersible, platform, drill ship and FPSO’s.

(t) “ Maritime Initiative and Reseller Initiative Revenue Amount ” means, for any Performance Period, the consolidated gross revenues of the Company and its subsidiaries for such period from the Maritime Initiative and Reseller Initiative.

(u) “ Maritime Initiative and Reseller Initiative Revenue Max ” means (i) $20.5 million for the 2016 Performance Period, (ii) $30.0 million for the 2017 Performance Period, and (iii) $56.0 million for the 2018 Performance Period.

(v) “ Maritime Initiative and Reseller Initiative Revenue Score ” means, with respect to a Performance Period:

(i) if the Maritime Initiative and Reseller Initiative Revenue Amount achieved by the Company and its subsidiaries for such Performance Period is less than the Maritime Initiative and Reseller Initiative Revenue Threshold for such Performance Period then the Maritime Initiative and Reseller Initiative Revenue Score for such Performance Period is zero (0).

(ii) if (A) the Maritime Initiative and Reseller Initiative Revenue Amount achieved by the Company and its subsidiaries for such Performance Period is greater than (B) the Maritime Initiative and Reseller Initiative Revenue Threshold for such Performance Period and less than or equal to Maritime Initiative and Reseller Initiative Revenue Target for such Performance Period then the Maritime Initiative and Reseller Initiative Revenue Score for such Performance Period is ((A) minus (B)) divided by (Maritime Initiative and Reseller Initiative Revenue Target for such Performance Period minus Maritime Initiative and Reseller Initiative Revenue Threshold for such Performance Period).


(iii) if (C) the Maritime Initiative and Reseller Initiative Revenue Amount achieved by the Company and its subsidiaries for such Performance Period is greater than (D) the Maritime Initiative and Reseller Initiative Revenue Target for such Performance Period and less than the Maritime Initiative and Reseller Initiative Revenue Max for such Performance Period then the Maritime Initiative and Reseller Initiative Revenue Score for such Performance Period is one plus the product of two times ((C) minus (D)) divided by (Maritime Initiative and Reseller Initiative Revenue Max for such Performance Period minus Maritime Initiative and Reseller Initiative Revenue Target for such Performance Period).

(iv) if the Maritime Initiative and Reseller Initiative Revenue Amount achieved by the Company and its subsidiaries for such Performance Period is greater than the Maritime Initiative and Reseller Initiative Revenue Max for such Performance Period then the Maritime Initiative and Reseller Initiative Revenue Score for such Performance Period is 3.

(w) “ Maritime Initiative and Reseller Initiative Revenue Target ” means (i) $16.5 million for the 2016 Performance Period, (ii) $25.0 million for the 2017 Performance Period, and (iii) $48.0 million for the 2018 Performance Period.

(x) “ Maritime Initiative and Reseller Initiative Revenue Threshold ” means (i) $12.5 million for the 2016 Performance Period, (ii) $20.0 million for the 2017 Performance Period, and (iii) $40.0 million for the 2018 Performance Period.

(y) “ Offshore Drilling Rig ” means a mobile offshore drilling unit or similar equipment used to drill a wellbore in an offshore marine environment including, without limitation, a bottom-supported unit, such as a jack-up rig, and a floating unit, such as a semisubmersible or a drillship, and which the IHS Petrodata RigBase indicates has been constructed and delivered and is part of the active drilling fleet included in the IHS Petrodata RigBase.

(z) “ Payment Date ” means the earlier of (i) July 1, 2019, (ii) the date that is six (6) months after the effective date of the termination of Executive’s employment with the Company and its subsidiaries during the Performance Award Period, which termination during the Performance Award Period constitutes a Separation From Service, and after the date of the occurrence of a Change in Control, (iii) the 30 th business day immediately following the date of death of the Executive, (iv) the date that is six (6) months after the date of the Executive’s Retirement or (v) the date of the Executive’s Disability (as that term is defined in Section 2.15(b) of the Plan).

(aa) “ PE Factor ” means, for an applicable Performance Period, the sum of the (i) Weighted Addressable Rigs Service Level Score, (ii) Weighted Consolidated Revenue Score, and (iii) Weighted Maritime Initiative and Reseller Initiative Revenue Score.

(bb) “ Performance Award Period ” means the three (3) year period that begins on the first day of the 2016 Performance Period and ends on the last day of the 2018 Performance Period.


(cc) “ Performance Period ” means a calendar year or longer designated period during an applicable Performance Award Period. The Performance Periods for this Agreement are the 2016 Performance Period, which begins on January 1, 2016, and ends on December 31, 2016, the 2017 Performance Period, which begins on January 1, 2017, and ends on December 31, 2017, and the 2018 Performance Period, which begins on January 1, 2018, and ends on December 31, 2018.

(dd) “ Reseller Initiative ” means third-party resellers and distributors of the goods and services of the Company and its subsidiaries.

(ee) “ Retirement ” means a Separation From Service where the Executive’s employment is terminated by the Executive after the Executive has attained age 60 and completed 7 years of service with the Company and its subsidiaries.

(ff) “ Separation From Service ” means a “separation from service” as that term is defined for purposes of Section 409A of the Code and Final Department of Treasury Regulations issued thereunder.

(gg) “ Weighted Addressable Rigs Service Level Score ” means, with respect to a Performance Period, the Addressable Rigs Service Level Score achieved for such Performance Period multiplied by thirty percent (30%).

(hh) “ Weighted Consolidated Revenue Score ” means, with respect to a Performance Period, the Consolidated Revenue Score achieved for such Performance Period multiplied by forty percent (40%).

(ii) “ Weighted Maritime Initiative and Reseller Initiative Revenue Score ” means, with respect to a Performance Period, the amount of the Maritime Initiative and Channel Initiative Revenue Score achieved for such Performance Period multiplied by thirty percent (30%).

Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.

3. Performance Units Do Not Award Any Rights Of A Shareholder . The Executive shall not have the voting rights or any of the other rights, powers or privileges of a holder of Stock with respect to the Performance Units that are awarded hereby. Only after a share of Stock is issued in exchange for a Performance Unit will the Executive have all of the rights of a shareholder with respect to such share of Stock issued in exchange for a Performance Unit.

4. Transfer Restrictions .  The Performance Units granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than by will or the applicable laws of descent and distribution). Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby. Further, any shares of Stock issued to the Executive in exchange for Performance Units awarded hereby may not be sold or otherwise disposed of in any manner that would constitute a violation of any


applicable securities laws. The Executive also agrees that the Company may (a) refuse to cause the transfer of any such shares of Stock to be registered on the applicable stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (b) give related instructions to the transfer agent, if any, to stop registration of the transfer of such shares of Stock. The shares of Stock that may be issued under the Plan are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. A Prospectus describing the Plan and the Stock is available from the Company.

5. Vesting and Payment .

(a) The Performance Units that are granted hereby shall be subject to the Forfeiture Restrictions. The Executive shall have no vested interest in the Performance Units credited to his or her bookkeeping ledger account except as set forth in this Section   5 . On the Payment Date, and after satisfaction of the Executive’s tax withholding obligations described in Section   7 , the Company shall issue to the Executive or, in the case of the death of the Executive, to the duly appointed executor or administrator of the Executive’s estate, that number of shares of Stock, if any, calculated pursuant to Section 5(b) through 5(e) below, as applicable, in exchange for the Performance Units that vested as a result of the lapse of the applicable Forfeiture Restrictions as described below and thereafter the Executive shall have no further rights with respect to such vested Performance Units. The Executive acknowledges and agrees that all payments made under this Agreement are subject to the provisions of Section   18 .

(b) Except as otherwise provided in this Section   5(b) with respect to a Change in Control or in Section   5(e) , if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2017, then the Forfeiture Restrictions shall lapse with respect to that number of 2016 Target Units (up to, but not in excess of 100% of the 2016 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2016 Target Units that number of shares of Stock equal to:

(A) multiplied by (B)

where “(A)” is the number of 2016 Target Units and “(B)” is the PE Factor for the 2016 Performance Period, and the remainder, if any, of the 2016 Target Units shall be forfeited to the Company as of the close of business on the last day of 2016 Performance Period. Notwithstanding the preceding provisions of this Section   5(b) , if a Change in Control occurs during the 2016 Performance Period, then the Executive shall be entitled to receive, on the Payment Date, that number of shares of Stock equal to the product of (i) the number of Target Units multiplied by (ii) the quotient of the number of days during the Performance Award Period worked by the Executive divided by the number of days during the Performance Award Period; provided, however, if the amount calculated under the preceding provision would result in a payment to the Executive of a number of shares of Stock less than the number of 2016 Target Units the Executive shall be entitled to receive, on the Payment Date, that number of shares of Stock equal to the number of 2016 Target Units.

(c) Except as otherwise provided in this Section   5(c) with respect to a Change in Control or in Section   5(e) , if the Executive’s employment with the Company and its subsidiaries


has not terminated prior to January 1, 2018, then the Forfeiture Restrictions shall lapse with respect to that number of 2017 Target Units (up to, but not in excess of 100% of the 2017 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2017 Target Units that number of shares of Stock equal to:

(A) multiplied by (B)

where “(A)” is the number of 2017 Target Units and “(B)” is the PE Factor for the 2017 Performance Period, and the remainder, if any, of the 2017 Target Units shall be forfeited to the Company as of the close of business on the last day of 2017 Performance Period. Notwithstanding the preceding provisions of this Section   5(c) , if a Change in Control occurs during the 2017 Performance Period, then the Executive shall be entitled to receive, on the Payment Date, in addition to any shares of Stock payable under Section   5(b) , that number of shares of Stock equal to the product of (i) the sum of the 2017 Target Units plus the 2018 Target Units, which sum is multiplied by (ii) the quotient of the number of days during the Performance Award Period worked by the Executive divided by the number of days during the Performance Award Period.

(d) Except as otherwise provided in this Section   5(d) with respect to a Change in Control or in Section   5(e) , if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2019, then the Forfeiture Restrictions shall lapse with respect to that number of 2018 Target Units (up to, but not in excess of 100% of the 2018 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2018 Target Units that number of shares of Stock equal to:

(A) multiplied by (B)

where “(A)” is the number of 2018 Target Units and “(B)” is the PE Factor for the 2018 Performance Period, and the remainder, if any, of the 2018 Target Units shall be forfeited to the Company as of the close of business on the last day of 2018 Performance Period. Notwithstanding the preceding provisions of this Section   5(d) , if a Change in Control occurs during the 2018 Performance Period, then the Executive shall be entitled to receive, on the Payment Date, in addition to any shares of Stock payable under Section   5(b) and/or Section   5(c) , that number of shares of Stock equal to the product of (i) the 2018 Target Units multiplied by (ii) the quotient of the number of days during the Performance Award Period worked by the Executive divided by the number of days during the Performance Award Period.

(e) Subject to Sections   5(b) , 5(c) and 5(d) , relating to certain terminations after a Change in Control, if the Executive’s employment is terminated (i) by the Company and all of its subsidiaries for any reason other than for Cause or (ii) by the Executive for Good Reason, in any such case specified in (i) or (ii), before the end of the Performance Award Period, then in addition to any shares of Stock that have vested during full Performance Periods that ended prior to such termination in accordance with Sections   5(b) and 5(c) for the Performance Period during which the Executive’s employment is so terminated the Executive shall be entitled to receive on the Payment Date a pro-rata number of shares of Stock, calculated in accordance with the provision of this Section   5 applicable to such Performance Period and pro-rated based on the number of days the Executive was employed during such Performance Period compared to the


total number of days in such Performance Period, and (iv) by death, Disability or Retirement, then the Executive shall be entitled to receive on the Payment Date, the number of shares of Stock that vested pursuant to Sections   5(b) , 5(c) and 5(d) during full Performance Periods that ended prior to the death, Disability or Retirement.

6. Capital Adjustments and Reorganizations; Acquisitions and Divestitures .  The existence of the Performance Units shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding. If, during the Performance Award Period, the Company or any of its subsidiaries acquire or dispose of, by any means including by asset or equity purchase or sale or by merger, any entity, business or material group of assets, the Committee shall revise the threshold, target and maximum for the Performance Period of such acquisition or disposition and all subsequent Performance Periods as allowed by Section 162(m) of the Code and the Committee determines is necessary to properly adjust such amounts to reflect the results of such transaction.

7. Tax Withholding .  To the extent that the receipt of the Performance Units, any payment in cash or shares of Stock or the lapse of any Forfeiture Restrictions results in income to the Executive for federal, state or local income, employment or other tax purposes with respect to which the Company or any Affiliate has a withholding obligation, the Executive shall deliver to the Company at the time of such receipt, payment or lapse, as the case may be, such amount of money as the Company or any Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if the Executive fails to do so, the Company is authorized to withhold from the shares of Stock issued in exchange for the Performance Units, any payment in cash or shares of Stock under this Agreement or from any cash or stock remuneration then or thereafter payable to the Executive in any capacity any tax required to be withheld by reason of such resulting income, including (without limitation) shares of Stock sufficient to satisfy the withholding obligation based on the Fair Market Value of the Stock on the date that the withholding obligation arises.

8. Nontransferability . This Agreement is not transferable by the Executive otherwise than by will or by the laws of descent and distribution.

9. Employment Relationship . For purposes of this Agreement, the Executive shall be considered to be in the employment of the Company and its Affiliates as long as the Executive has an employment relationship with the Company and its Affiliates. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.

10. Not an Employment Agreement .  This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between the Executive and the Company or any Affiliate, to guarantee the right to remain employed by the Company or any Affiliate for any specified term or require the Company or any Affiliate to employ the Executive for any period of time.


11. Legend . The Executive consents to the placing on the certificate for any shares of Stock issued under this Agreement in certificated form an appropriate legend restricting resale or other transfer of such shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

12. Notices . Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal delivery, by telegram, telex, telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the then current address of the Company’s Principal Corporate Office, and to the Executive at the Executive’s residential address indicated beneath the Executive’s signature on the execution page of this Agreement, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

13. Amendment and Waiver .  Except as otherwise provided herein or in the Plan or as necessary to implement the provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and the Executive. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than the Executive. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner effect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.

14. Arbitration . In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Committee.  Any controversy arising out of or relating to the Plan or this Agreement shall be resolved by arbitration conducted in accordance with the terms of the Plan.   The arbitration shall be final and binding on the parties.

15. Governing Law and Severability .  The validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.


16. Successors and Assigns . Subject to the limitations which this Agreement imposes upon the transferability of the Performance Units granted hereby and any shares of Stock issued hereunder, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Executive, the Executive’s permitted assigns, executors, administrators, agents, legal and personal representatives.

17. Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.

18. Recovery of Performance Unit Payments . The Executive acknowledges and agrees that all payments made under this Agreement are subject to the Company’s clawback policy, as it may be amended from time to time (the “ Clawback Policy ”). If at any time after an amount is paid under this Agreement the financial results of the Company and/or its subsidiaries are restated (other than a restatement caused by a change in applicable accounting rules or interpretations) and such restated financial results would have resulted in fewer shares of Stock being paid under Section   5 if such restated financial results had been taken into account originally in determining the vesting of the Performance Units then the vesting of the Performance Units shall be recalculated under the applicable provisions of Section   5 taking into account such restated financial results and the Executive or, if the Executive has died, the Executive’s estate, will, to the extent required by governing law or regulations, as they may be amended from time to time, and/or the Clawback Policy, repay to the Company, upon demand by the Company, any shares of Stock delivered under this Agreement in excess of the number of shares of Stock that would have been delivered if the restated financial results had been taken into account originally in determining the vesting of the Performance Units.

19. Compliance With Section 409A . This Agreement is subject to, and intended to comply with the requirements of, Section 409A of the Code and the regulations, guidance, and other interpretative authority issued thereunder (“ Section   409A ”). This Agreement shall be administered in a manner that is intended to meet those requirements and shall be construed and interpreted in accordance with such intent.


I N W ITNESS W HEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Executive has executed this Agreement, all effective as of the date first above written.

 

RIGNET, INC.
By:  

 

Name:  

 

Title:  

 

EXECUTIVE:

 

Name:  
Address:  

 

 

 

Exhibit 10.3

RIGNET, INC.

2010 OMNIBUS INCENTIVE PLAN

INCENTIVE STOCK OPTION AWARD AGREEMENT

RigNet, Inc., a Delaware corporation (the “ Company ”), has granted an option (the “ Option ”) to purchase shares of the Company’s common stock, $0.001 par value (the “ Stock ”), to the individual whose name is set forth below on the “Name of Optionee” line (“ Optionee ”). The terms and conditions of the Option are set forth in this Incentive Stock Option Award Agreement, including the additional terms and conditions attached hereto (this “ Agreement ”), and in the RigNet, Inc. 2010 Omnibus Incentive Plan, as amended (the “ Plan ”), the terms of which are incorporated by reference herein in their entirety. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

Grant Date:             , 20    

Name of Optionee:                     

Optionee’s Employee Identification Number:                     

Number of Shares of the Stock Covered by the Option:                     

Option Price per Share of Stock: $                    

By signing this Agreement, you agree to, and agree to be bound by, all of the terms and conditions described in this Agreement, including the additional terms and conditions attached hereto, and in the Plan, a copy of which has been previously made available to you. You acknowledge that you have had an opportunity to carefully reviewed the Plan, and agree that the terms of the Plan will control in the event any provision of this Agreement is inconsistent with the terms of the Plan.

 

Optionee:   

 

   (Optionee’s Signature)
Optionee’s Address:   

 

  

 

 

RIGNET, INC.

 

Name:  

 

Title:  

 

Attachment

THIS AGREEMENT IS NOT A STOCK CERTIFICATE OR A NEGOTIABLE INSTRUMENT


RIGNET, INC.

2010 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS FOR

INCENTIVE STOCK OPTION AWARD AGREEMENT

1. Grant of Option . Subject to the terms of the Plan and this Agreement, on the Grant Date set forth on the first page of this Agreement (the “ Grant Date ”), the Company granted to Optionee the Option to purchase that number of shares of the Stock, at the Option Price per Share of Stock set forth on the first page of this Agreement (the “ Option Price ”), subject to adjustment as provided in the Plan.

2. Type of Option . The Option is an incentive stock option which is intended to be governed by section 422 of the Code and will be interpreted accordingly. To the extent the Option or any part thereof fails to qualify as an incentive stock option, it shall be treated as a nonqualified stock option under the Plan.

(a) If Optionee disposes of stock transferred to Optionee upon Optionee’s exercise of the Option within two years after the Grant Date or within one year after the transfer of the Stock to Optionee, all or a portion of the Option will be taxed as if it were a nonqualified stock option rather than an incentive stock option.

(b) To the extent that the aggregate fair market value of stock with respect to which incentive stock options are exercisable for the first time by Optionee during any calendar year (under the Plan or any other plan of the Company or its Affiliates) exceeds $100,000, the options will be treated as nonqualified stock options. For purposes of this rule, the fair market value of the stock is determined at the time the option for the stock is granted.

3. Optionee’s Agreement . In accepting the Option, Optionee accepts and agrees to be bound by all the terms and conditions of the Plan which pertain to stock options granted under the Plan.

4. Vesting of Option .

(a) Subject to the provisions of the Plan and the provision of this Agreement (including the requirement in Section 6 that Optionee continue to be employed by the Company on the dates set forth below), the Option will be exercisable in accordance with the following schedule:

(i) on the first anniversary of the Grant Date the Option will vest with respect to, and may be exercised for up to, one-fourth (1/4 th ) of the total number of shares of the Stock covered by the Option as set forth on the first page of this Agreement (the “ Option Shares ”);

(ii) on each succeeding anniversary of the Grant Date the Option will vest with respect to, and may be exercised for up to, an additional one-fourth (1/4 th ) of the Option Shares so that on the fourth anniversary of the Grant Date the Option shall be fully vested and exercisable in full; and


(iii) to the extent not exercised, installments shall be cumulative and may be exercised in whole or in part.

(b) If (i) a “change of control event,” as defined in the Treasury Regulations issued under Section 409A of the Code occurs with respect to the Company (a “ Change of Control ”), (ii) the acquirer or successor of the Company assumes this Agreement, and (iii) the acquirer or successor of the Company terminates Optionee’s employment without Cause (as that term is defined in that Employment Agreement dated effective as of             , between the Company and Optionee), other than for death or Disability, on or within two years after the date of the Change of Control, Optionee’s rights to all of the shares of stock covered by the award issued in connection with the assumption of the Option will vest, and such award shall be exercisable in full, on the date Optionee’s employment is so terminated. If this Agreement is not assumed by the acquirer or successor of the Company in connection with a Change of Control then the Option will vest with respect to, and may be exercised for up to, all of the Option Shares immediately prior to the occurrence of the Change of Control.

5. Manner of Exercise .

(a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Agreement, the Option may be exercised by Optionee at any time, or from time to time, in whole or in part, on or prior to the termination of the Option (as set forth in Section 6 of this Agreement) upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Agreement and the Plan.

(b) If Optionee is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, Optionee shall (i) deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise and (ii) remit to the Company in a form satisfactory to the Company, in its sole discretion, the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan.

(c) The Company’s obligation to deliver shares of the Stock to Optionee under this Agreement is subject to and conditioned upon Optionee satisfying all tax obligations associated with Optionee’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. The Company and its Affiliates and subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to Optionee the amount necessary to satisfy all such taxes.

(d) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Agreement, the Company shall cause certificates for the shares purchased hereunder to be delivered to Optionee or cause an uncertificated book-entry representing such shares to be made.


6. Termination of Option . Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate and become null and void at the close of business at the Company’s principal business office on the day before the date of the tenth anniversary of the Grant Date (the “ Option General Expiration Date ”). If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee of the Company.

(a) If Optionee ceases to be an employee of the Company and any Subsidiary Corporation due to death or Disability, (i) the portion of the Option that was exercisable on the date of such cessation of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s principal business office on the day that is, twelve (12) months after the date of such death or Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Option that was not exercisable on the date of such cessation of employment shall be forfeited and become null and void immediately upon such cessation.

(b) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation for any reason other than death or Disability (i) the portion of the Option that was exercisable on the date of such cessation of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s principal business office on the day that is three (3) months after the date of such cessation of employment, but in no event after the Option General Expiration Date, and (ii) the portion of the Option that was not exercisable on the date of such cessation of employment shall be forfeited and become null and void immediately upon such cessation.

(c) Upon the death of Optionee prior to the expiration of the Option, Optionee’s executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option to exercise the Option with respect to the number of shares that Optionee would have been entitled to exercise if he were still alive.

7. Tax Withholding.  To the extent that the receipt of the Option or this Agreement, the vesting of the Option or the exercise of the Option results in income to Optionee for federal, state, local or foreign income, employment or other tax purposes with respect to which the Company or its subsidiaries or any Affiliate has a withholding obligation, Optionee shall deliver to the Company at the time of such receipt, vesting or exercise, as the case may be, such amount of money as the Company or its subsidiaries or any Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if Optionee fails to do so, the Company or its subsidiaries or any Affiliate is authorized to withhold from the shares covered by the Option (based on the Fair Market Value of such shares as of the date the amount of tax to be withheld is determined) or from any cash or stock remuneration then or thereafter payable to Optionee any tax required to be withheld by reason of such taxable income, sufficient to satisfy the withholding obligation.

8. Capital Adjustments and Reorganizations . The existence of the Option shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.


9. Employment Relationship . For purposes of this Agreement, Optionee shall be considered to be in the employment of the Company and its Affiliates as long as Optionee has an employment relationship with the Company and its Affiliates. The Committee shall determine any questions as to whether and when there has been a cessation of such employment relationship, and the cause of such cessation, under the Plan and the Committee’s determination shall be final and binding on all persons.

10. Not an Employment Agreement . This Agreement is not an employment or service agreement, and no provision of this Agreement shall be construed or interpreted to create an employment or other service relationship between Optionee and the Company, its subsidiaries or any of its Affiliates or guarantee the right to remain employed by the Company, its subsidiaries or any of its Affiliates, for any specified term or require the Company or any Affiliate to employ Employee for any period of time.

11. No Rights As Stockholder . Optionee shall not have any rights as a stockholder with respect to any Option Shares until the date of the issuance of such shares following Optionee’s exercise of the Option pursuant to its terms and conditions and payment of all amounts for and with respect to the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date a certificate or certificates are issued for such shares or an uncertificated book-entry representing such shares is made.

12. Legend . Optionee consents to the placing on the certificate for any Option Shares of an appropriate legend restricting resale or other transfer of such shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

13. Notices . Any notice, instruction, authorization, request, demand or other communications required hereunder shall be in writing, and shall be delivered either by personal delivery, by telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company’s principal business office addressed to the attention of the Company’s General Counsel and to Optionee at Optionee’s residential address as it appears on the first page of this Agreement, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

14. Amendment and Waiver . Except as otherwise provided herein or in the Plan or as necessary to implement the provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and Optionee. Only a written instrument executed and delivered by the party waiving compliance hereof shall waive any of the terms or conditions of this Agreement. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized officer of the Company other than Optionee. The failure of any party at any time or times to require performance of any provisions hereof


shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.

15. Dispute Resolution . In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Committee.

16. Governing Law and Severability . The validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.

17. Transfer Restrictions . The Option Shares may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Optionee also agrees (a) that the Company may refuse to cause the transfer of Option Shares to be registered on the applicable stock transfer records if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (b) that the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Option Shares.

18. Successors and Assigns . This Agreement shall, except as herein stated to the contrary, inure to the benefit of and bind the legal representatives, successors and assigns of the parties hereto.

19. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.

20. Option Transfer Prohibitions . The Option granted to Optionee under this Agreement shall not be transferable or assignable by Optionee other than by will or the laws of descent and distribution, and shall be exercisable during Optionee’s lifetime only by him.

Exhibit 10.4

RIGNET, INC.

2010 OMNIBUS INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

RigNet, Inc., a Delaware corporation (the “ Company ”), has granted an option (the “ Option ”) to purchase shares of the Company’s common stock, $0.001 par value (the “ Stock ”), to the individual whose name is set forth below on the “Name of Optionee” line (“ Optionee ”). The terms and conditions of the Option are set forth in this Nonqualified Stock Option Award Agreement, including the additional terms and conditions attached hereto (this “ Agreement ”), and in the RigNet, Inc. 2010 Omnibus Incentive Plan (the “ Plan ”), the terms of which are incorporated by reference herein in their entirety. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

Grant Date:             , 20    

Name of Optionee:                     

Optionee’s Employee Identification Number:                     

Number of Shares of the Stock Covered by the Option:                     

Option Price per Share of Stock: $            

By signing this Agreement, you agree to, and agree to be bound by, all of the terms and conditions described in this Agreement, including the additional terms and conditions attached hereto, and in the Plan, a copy of which has been previously made available to you. You acknowledge that you have had an opportunity to carefully reviewed the Plan, and agree that the terms of the Plan will control in the event any provision of this Agreement is inconsistent with the terms of the Plan.

 

Optionee:   

 

   (Optionee’s Signature)
Optionee’s Address:   

 

  

 

 

RIGNET, INC.

 

Name:  

 

Title:  

 

Attachment

THIS AGREEMENT IS NOT A STOCK CERTIFICATE OR A NEGOTIABLE INSTRUMENT


RIGNET, INC.

2010 OMNIBUS INCENTIVE PLAN

ADDITIONAL TERMS AND CONDITIONS FOR

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

1. Grant of Option . Subject to the terms of the Plan and this Agreement, on the Grant Date set forth on the first page of this Agreement (the “ Grant Date ”), the Company granted to Optionee the Option to purchase that number of shares of the Stock, at the Option Price per Share of Stock set forth on the first page of this Agreement (the “ Option Price ”), subject to adjustment as provided in the Plan.

2. Type of Option . The Option is a nonqualified stock option which is not intended to be governed by section 422 of the Code and will be interpreted accordingly.

3. Optionee’s Agreement . In accepting the Option, Optionee accepts and agrees to be bound by all the terms and conditions of the Plan which pertain to nonqualified stock options granted under the Plan.

4. Vesting of Option .

(a) Subject to the provisions of the Plan and the provision of this Agreement (including the requirement in Section 6 that Optionee continue to be employed by the Company on the dates set forth below), the Option will be exercisable in accordance with the following schedule:

(i) on the first anniversary of the Grant Date the Option will vest with respect to, and may be exercised for up to, one-fourth (1/4 th ) of the total number of shares of the Stock covered by the Option as set forth on the first page of this Agreement (the “ Option Shares ”);

(ii) on each succeeding anniversary of the Grant Date the Option will vest with respect to, and may be exercised for up to, an additional one-fourth (1/4 th ) of the Option Shares so that on the fourth anniversary of the Grant Date the Option shall be fully vested and exercisable in full; and

(iii) to the extent not exercised, installments shall be cumulative and may be exercised in whole or in part.

(b) If (i) a “change of control event,” as defined in the Treasury Regulations issued under Section 409A of the Code occurs with respect to the Company (a “ Change of Control ”), (ii) the acquirer or successor of the Company assumes this Agreement, and (iii) the acquirer or successor of the Company terminates Optionee’s employment without Cause (as that term is defined in that Employment Agreement dated effective as of             , between the Company and Optionee), other than for death or Disability, on or within two years after the date of the Change of Control, Optionee’s rights to all of the shares of stock covered by the award issued in connection with the assumption of the Option will vest, and such award shall be exercisable in full, on the date Optionee’s employment is so terminated. If this Agreement is not assumed by the acquirer or successor of the Company in connection with a Change of Control then the Option will vest with respect to, and may be exercised for up to, all of the Option Shares immediately prior to the occurrence of the Change of Control.


5. Manner of Exercise .

(a) To the extent that the Option is vested and exercisable in accordance with Section 4 of this Agreement, the Option may be exercised by Optionee at any time, or from time to time, in whole or in part, on or prior to the termination of the Option (as set forth in Section 6 of this Agreement) upon payment of the Option Price for the Option Shares to be acquired in accordance with the terms and conditions of this Agreement and the Plan.

(b) If Optionee is entitled to exercise the vested and exercisable portion of the Option, and wishes to do so, in whole or part, Optionee shall (i) deliver to the Company a fully completed and executed notice of exercise, in such form as may be designated by the Company in its sole discretion, specifying the exercise date and the number of Option Shares to be purchased pursuant to such exercise and (ii) remit to the Company in a form satisfactory to the Company, in its sole discretion, the Option Price for the Option Shares to be acquired on exercise of the Option, plus an amount sufficient to satisfy any withholding tax obligations of the Company that arise in connection with such exercise (as determined by the Company) in accordance with the provisions of the Plan.

(c) The Company’s obligation to deliver shares of the Stock to Optionee under this Agreement is subject to and conditioned upon Optionee satisfying all tax obligations associated with Optionee’s receipt, holding and exercise of the Option. Unless otherwise approved by the Committee, all such tax obligations shall be payable in accordance with the provisions of the Plan. The Company and its Affiliates and subsidiaries, as applicable, shall be entitled to deduct from any compensation otherwise due to Optionee the amount necessary to satisfy all such taxes.

(d) Upon full payment of the Option Price and satisfaction of all applicable tax obligations, and subject to the applicable terms and conditions of the Plan and the terms and conditions of this Agreement, the Company shall cause certificates for the shares purchased hereunder to be delivered to Optionee or cause an uncertificated book-entry representing such shares to be made.

6. Termination of Option . Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate and become null and void at the close of business at the Company’s principal business office on the day before the date of the tenth anniversary of the Grant Date (the “ Option General Expiration Date ”). If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee of the Company.

(a) If Optionee ceases to be an employee of the Company and any Subsidiary Corporation and other Affiliate due to death or Disability, (i) the portion of the Option that was exercisable on the date of such cessation of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s principal business office on the day that is, twelve (12) months after the date of such death or Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Option that was not exercisable on the date of such cessation of employment shall be forfeited and become null and void immediately upon such cessation.


(b) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation or any other Affiliate for any reason other than death or Disability (i) the portion of the Option that was exercisable on the date of such cessation of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s principal business office on the day that is three (3) months after the date of such cessation of employment, but in no event after the Option General Expiration Date, and (ii) the portion of the Option that was not exercisable on the date of such cessation of employment shall be forfeited and become null and void immediately upon such cessation.

(c) Upon the death of Optionee prior to the expiration of the Option, Optionee’s executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option to exercise the Option with respect to the number of shares that Optionee would have been entitled to exercise if he were still alive.

7. Tax Withholding.  To the extent that the receipt of the Option or this Agreement, the vesting of the Option or the exercise of the Option results in income to Optionee for federal, state, local or foreign income, employment or other tax purposes with respect to which the Company or its subsidiaries or any Affiliate has a withholding obligation, Optionee shall deliver to the Company at the time of such receipt, vesting or exercise, as the case may be, such amount of money as the Company or its subsidiaries or any Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if Optionee fails to do so, the Company or its subsidiaries or any Affiliate is authorized to withhold from the shares covered by the Option (based on the Fair Market Value of such shares as of the date the amount of tax to be withheld is determined) or from any cash or stock remuneration then or thereafter payable to Optionee any tax required to be withheld by reason of such taxable income, sufficient to satisfy the withholding obligation.

8. Capital Adjustments and Reorganizations . The existence of the Option shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

9. Employment Relationship . For purposes of this Agreement, Optionee shall be considered to be in the employment of the Company and its Affiliates as long as Optionee has an employment relationship with the Company and its Affiliates. The Committee shall determine any questions as to whether and when there has been a cessation of such employment relationship, and the cause of such cessation, under the Plan and the Committee’s determination shall be final and binding on all persons.

10. Not an Employment Agreement . This Agreement is not an employment or service agreement, and no provision of this Agreement shall be construed or interpreted to create an employment or other service relationship between Optionee and the Company, its subsidiaries


or any of its Affiliates or guarantee the right to remain employed by the Company, its subsidiaries or any of its Affiliates, for any specified term or require the Company or any Affiliate to employ Employee for any period of time.

11. No Rights As Stockholder . Optionee shall not have any rights as a stockholder with respect to any Option Shares until the date of the issuance of such shares following Optionee’s exercise of the Option pursuant to its terms and conditions and payment of all amounts for and with respect to the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date a certificate or certificates are issued for such shares or an uncertificated book-entry representing such shares is made.

12. Legend . Optionee consents to the placing on the certificate for any Option Shares of an appropriate legend restricting resale or other transfer of such shares except in accordance with the Securities Act of 1933 and all applicable rules thereunder.

13. Notices . Any notice, instruction, authorization, request, demand or other communications required hereunder shall be in writing, and shall be delivered either by personal delivery, by telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the Company’s principal business office addressed to the attention of the Company’s General Counsel and to Optionee at Optionee’s residential address as it appears on the first page of this Agreement, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

14. Amendment and Waiver . Except as otherwise provided herein or in the Plan or as necessary to implement the provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and Optionee. Only a written instrument executed and delivered by the party waiving compliance hereof shall waive any of the terms or conditions of this Agreement. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized officer of the Company other than Optionee. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.

15. Dispute Resolution . In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Committee.

16. Governing Law and Severability . The validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.


17. Transfer Restrictions . The Option Shares may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. Optionee also agrees (a) that the Company may refuse to cause the transfer of Option Shares to be registered on the applicable stock transfer records if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law and (b) that the Company may give related instructions to the transfer agent, if any, to stop registration of the transfer of the Option Shares.

18. Successors and Assigns . This Agreement shall, except as herein stated to the contrary, inure to the benefit of and bind the legal representatives, successors and assigns of the parties hereto.

19. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.

20. Option Transfer Prohibitions . The Option granted to Optionee under this Agreement shall not be transferable or assignable by Optionee other than by will or the laws of descent and distribution, and shall be exercisable during Optionee’s lifetime only by him.

Exhibit 10.5

RESTRICTED STOCK AWARD AGREEMENT

RigNet, Inc. 2010 Omnibus Incentive Plan

This R ESTRICTED S TOCK A WARD A GREEMENT (this “ Agreement ”) is made by and between RigNet, Inc. a Delaware corporation (the “ Company ”), and (the “ Employee ”) effective as of the      day of             , 20         (the “ Grant Date ”), pursuant to the RigNet, Inc. 2010 Omnibus Incentive Plan (the “ Plan ”), a copy of which previously has been made available to the Employee and the terms and provisions of which are incorporated by reference herein.

WHEREAS , the Company desires to grant to the Employee the shares of the Company’s common stock, $0.001 par value per share, specified herein (the “Shares”), subject to the terms and conditions of this Agreement; and

WHEREAS , the Employee desires to have the opportunity to hold the Shares subject to the terms and conditions of this Agreement;

NOW, THEREFORE , in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions .   For purposes of this Agreement, the following terms shall have the meanings indicated:

(a) “ Forfeiture Restrictions ” shall mean the prohibitions and restrictions set forth herein with respect to the sale or other disposition of the Shares issued to the Employee hereunder and the obligation to forfeit and surrender such Shares to the Company.

(b) “ Period of Restriction ” shall mean the period during which Restricted Shares are subject to Forfeiture Restrictions and during which Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered.

(c) “ Restricted Shares ” shall mean the Shares that are subject to the Forfeiture Restrictions under this Agreement.

Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan.

2. Grant of Restricted Shares . Effective as of the Grant Date, the Company shall cause to be issued in the Employee’s name the following Shares as Restricted Shares:          shares of the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the Company in respect of Restricted Shares during any Period of Restriction (the “Retained Distributions”), to be issued in the Employee’s name. During the Period of Restriction such certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares (and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and this Agreement. The


Employee shall have the right to vote the Restricted Shares awarded to the Employee and to receive and retain all regular dividends paid in cash or property (other than Retained Distributions), and to exercise all other rights, powers and privileges of a holder of Shares, with respect to such Restricted Shares, with the exception that (a) the Employee shall not be entitled to delivery of the stock certificate or certificates representing such Restricted Shares until the Forfeiture Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all Retained Distributions made or declared with respect to the Restricted Shares (and such Retained Distributions shall be subject to the same restrictions, terms and conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid, or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in separate accounts and (c) the Employee may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance the certificates shall be delivered to such depository as may be designated by the Committee as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and any securities constituting Retained Distributions which shall be forfeited in accordance with the Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Employee accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.

3. Transfer Restrictions. The Shares granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, to the extent then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void and the Company shall not be bound thereby. Further, the Shares granted hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws. The Employee also agrees that the Company may (a) refuse to cause the transfer of the Shares to be registered on the applicable stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (b) give related instructions to the transfer agent, if any, to stop registration of the transfer of the Shares. The Shares are registered with the Securities and Exchange Commission under a Registration Statement on Form S-8. A Prospectus describing the Plan and the Shares is available from the Company.

4. Vesting .

(a) The Shares that are granted hereby shall be subject to the Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Shares that are awarded hereby in accordance with the following schedule, provided that the Employee’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date:

 

Lapse Date

   Number of Restricted Shares
as to Which Forfeiture Restrictions Lapse

[Insert]

  

[Insert]

  

[Insert]

  

[Insert]

  

 

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(b) Upon the lapse of the Forfeiture Restrictions with respect to the Shares granted hereby the Company shall cause to be delivered to the Employee a stock certificate representing such Shares, and such Shares shall be transferable by the Employee (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law).

(c) If the Employee ceases to be employed by the Company or an Affiliate for any reason before the applicable lapse date including due to the death or Disability of the Employee, the Forfeiture Restrictions then applicable to the Restricted Shares shall not lapse and all the Restricted Shares shall be forfeited to the Company.

5. Capital Adjustments and Reorganizations. The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

6. Tax Withholding. To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in income to the Employee for federal, state or local income, employment or other tax purposes with respect to which the Company or any Affiliate has a withholding obligation, the Employee shall deliver to the Company at the time of such receipt or lapse, as the case may be, such amount of money as the Company or any Affiliate may require to meet its obligation under applicable tax laws or regulations, and, if the Employee fails to do so, the Company is authorized to withhold from the Shares granted hereby or from any cash or stock remuneration then or thereafter payable to the Employee in any capacity any tax required to be withheld by reason of such resulting income.

7. Section 83(b) Election. The Employee shall not exercise the election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted Shares without the prior written approval of the General Counsel or the Chief Financial Officer of the Company. If the General Counsel or the Chief Financial Officer of the Company permits the election, the Employee shall timely pay the Company the amount necessary to satisfy the Company’s attendant tax withholding obligations, if any.

 

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8. No Fractional Shares. All provisions of this Agreement concern whole Shares. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

9. Employment Relationship. For purposes of this Agreement, the Employee shall be considered to be in the employment of the Company and its Affiliates as long as the Employee has an employment relationship with the Company and its Affiliates. The Committee shall determine any questions as to whether and when there has been a termination of such employment relationship, and the cause of such termination, under the Plan and the Committee’s determination shall be final and binding on all persons.

10. Not an Employment Agreement. This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create an employment relationship between the Employee and the Company or any Affiliate, to guarantee the right to remain employed by the Company or any Affiliate for any specified term or require the Company or any Affiliate to employ the Employee for any period of time.

11. Legend. The Employee consents to the placing on the certificate for the Shares an appropriate legend restricting resale or other transfer of the Shares except in accordance with all applicable securities laws and rules thereunder.

12. Notices. Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal delivery, by telegram, telex, telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or by courier or delivery service, addressed to the Company at the then current address of the Company’s Principal Corporate Office, and to the Employee at the Employee’s residential address indicated beneath the Employee’s signature on the execution page of this Agreement, or at such other address and number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.

13. Amendment and Waiver. Except as otherwise provided herein or in the Plan or as necessary to implement the provisions of the Plan, this Agreement may be amended, modified or superseded only by written instrument executed by the Company and the Employee. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions. Any waiver granted by the Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company other than the Employee. The failure of any party at any time or times to require performance of any provisions hereof shall in no manner effect the right to enforce the same. No waiver by any party of any term or condition, or the breach of any term or condition contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other condition, or the breach of any other term or condition.

 

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14. Arbitration. In the event of any difference of opinion concerning the meaning or effect of the Plan or this Agreement, such difference shall be resolved by the Committee. Any controversy arising out of or relating to the Plan or this Agreement shall be resolved by arbitration conducted in accordance with the terms of the Plan. The arbitration shall be final and binding on the parties.

15. Governing Law and Severability. The validity, construction and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.

16. Successors and Assigns. Subject to the limitations which this Agreement imposes upon the transferability of the Shares granted hereby, this Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Employee, the Employee’s permitted assigns, executors, administrators, agents, legal and personal representatives.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which taken together shall constitute but one and the same instrument.

18. Recoupment. If Participant is subject to the Company’s Clawback Policy (the “Policy”) in effect on the Grant Date, Participant agrees that the Award is subject to the terms of the Policy as it exists on the Grant Date.

 

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IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Employee has executed this Agreement, all effective as of the date first above written.

 

RIGNET, INC.
By:  

 

Name:  

 

Title:  

 

EMPLOYEE  
Name:  

 

  Address:  

 

   

 

   

 

 

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Irrevocable Stock Power

KNOW ALL MEN BY THESE PRESENTS , that the undersigned, For Value Received, has bargained, sold, assigned and transferred and by these presents does bargain, sell, assign and transfer unto the Secretary of RigNet, Inc. a Delaware corporation (the “Company”), the Shares transferred pursuant to the Restricted Stock Award Agreement dated effective                     , between the Company and the undersigned; and subject to and in accordance with such Restricted Stock Award Agreement the undersigned does hereby constitute and appoint the Secretary of the Company the undersigned’s true and lawful attorney, IRREVOCABLY, to sell, assign, transfer, hypothecate, pledge and make over all or any part of such Shares and for that purpose to make and execute all necessary acts of assignment and transfer thereof, and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or his substitutes shall lawfully do by virtue hereof

With E-Acceptance Whereof the undersigned has executed this Irrevocable Stock Power.